A private limited company is the most used business structure in Hong Kong. It provides limited liability, 100% foreign ownership, and access to Hong Kong's territorial tax system. Setting one up requires meeting 5 minimum requirements and submitting an application to the Companies Registry. This guide covers what you need, what it costs, how the registration works, and what your ongoing compliance obligations are. For the full registration process, see how to register a company in Hong Kong. For a full comparison of whether this structure is right for you, see pros and cons of a private limited company in Hong Kong.
Highlights of this article
- A private limited company in Hong Kong requires at least 1 director (any nationality), 1 shareholder, a licensed company secretary, a Hong Kong registered address, and a company name ending in "Limited".
- The total government fee is HKD 3,895 from April 1, 2026 (HKD 1,545 incorporation + HKD 2,350 Business Registration Certificate).
- E-filed applications are typically processed within 1 hour during business hours. Both the Certificate of Incorporation and BRC are issued simultaneously.
- Every private limited company must have its accounts audited annually by a Hong Kong CPA, regardless of revenue.
- 100% foreign ownership is permitted. Non-residents can complete the entire registration process online without visiting Hong Kong.
Minimum Requirements at a Glance
| Requirement | Minimum | Notes |
|---|---|---|
| Directors | 1 | Must be a natural person aged 18+. Any nationality. No residency requirement. |
| Shareholders | 1 (max 50) | Individual or corporate. Same person as director is permitted. |
| Company secretary | 1 | Hong Kong-resident individual or licensed TCSP. Cannot be the sole director. |
| Registered address | 1 | Physical Hong Kong address. P.O. box not accepted. |
| Share capital | None (HKD 1 sufficient) | No statutory minimum. HKD 1 to HKD 10,000 is typical. |
| Company name | 1 | Must end with "Limited". Must be unique. |
For a detailed breakdown of each requirement, see Hong Kong company registration requirements.
How to Set Up a Private Limited Company: 6 Steps
Step 1: Choose and verify your company name
Search the Companies Registry Cyber Search Centre to confirm your chosen name is available. The name must:
- End with "Limited" (English) or "有限公司" (Chinese)
- Not be identical or deceptively similar to an existing registered name
- Not contain restricted words (Bank, Insurance, etc.) without regulatory approval
Step 2: Prepare your incorporation documents
3 documents are required:
| Document | Purpose |
|---|---|
| Form NNC1 | Incorporation application |
| Articles of Association | Company's constitutional document (model Sample A is standard) |
| Form IRBR1 | Business Registration Certificate application (auto-generated in one-stop service) |
For companies using Air Corporate, these are prepared on your behalf as part of the company registration in Hong Kong package.
Step 3: Decide on share structure
Determine:
- Number of shares to issue (typically 1 to 10,000)
- Par value per share (HKD 1 is standard)
- Share class (ordinary shares for most companies)
Share capital does not need to be deposited in a bank account at incorporation.
Step 4: Submit via the Companies Registry e-Registry
Submit all documents and pay government fees through the Companies Registry e-Registry portal.
Government fees from April 1, 2026:
| Item | Fee |
|---|---|
| Incorporation fee (e-filing) | HKD 1,545 |
| Business Registration Certificate (1-year) | HKD 2,350 |
| Total | HKD 3,895 |
For the complete cost breakdown including service provider fees and annual costs, see Hong Kong company registration cost.
Step 5: Receive your certificates
For e-filed applications, both documents are issued simultaneously within approximately 1 hour during business hours:
- Certificate of Incorporation (CI): Contains the 7-digit Company Registration Number. Permanent, no expiry date.
- Business Registration Certificate (BRC): Contains the 8-digit Business Registration Number. Must be renewed annually.
Step 6: Complete post-incorporation setup
Before commencing operations:
- Open a corporate bank account. Requires CI, BRC, and KYC documentation. Traditional banks take 3 to 8 weeks. Digital banks can be opened in 1 to 5 days.
- Appoint a company secretary. Mandatory. Must be a Hong Kong-resident individual or licensed TCSP. Air Corporate's company secretary service is USD 955 per year.
- Register for MPF. Required within 60 days of becoming an employer if you plan to hire employees.
- Obtain any required licences. Regulated activities (financial services, food and beverage, import/export) require a separate licence before commencing.
- Set up accounting records. All companies must maintain records sufficient for annual audit. Records must be kept for a minimum of 7 years.
Ongoing Annual Compliance Obligations
| Obligation | When | Cost (approx.) |
|---|---|---|
| Business Registration Certificate renewal | Annually | HKD 2,350 |
| Annual Return (Form NAR1) | Within 42 days of incorporation anniversary | HKD 105 + service fee |
| Annual audit by Hong Kong CPA | After each financial year | From USD 580 |
| Profits Tax Return | Issued by IRD; typically filed April to November | Included with accounting service |
| Significant Controllers Register update | On any change to significant controllers | No fee |
| Notify Companies Registry of changes | Within 15 days of director/shareholder changes | No fee |
The audit obligation: Every Hong Kong private limited company must have its accounts audited annually by a licensed CPA, regardless of revenue. There is no turnover exemption. Dormant companies may qualify for a simplified audit process but cannot skip the audit entirely.
Benefits of a Private Limited Company in Hong Kong
| Feature | Detail |
|---|---|
| Limited liability | Shareholders protected from personal liability for company debts |
| 100% foreign ownership | No local partner or nominee required |
| Territorial tax | Only Hong Kong-sourced profits are taxable. Offshore income not taxed. |
| Corporate tax rate | 8.25% on first HKD 2M, 16.5% above. No VAT, GST, or capital gains tax. |
| Separate legal entity | Company can own property, sign contracts, and operate independently |
| Scalability | Shares can be issued to investors and employees |
Ready to set up your company? Air Corporate handles the full process from USD 1,070 all-inclusive, including government fees, company secretary for the first year, and registered address. Get started →
