Hong Kong is a popular destination for foreign investment and company incorporation due to its business-friendly culture, international market, and efficient tax policies. If you are considering investing or setting up a limited company in this market, then a Certificate of Incorporation will be a key necessity for you.
This article will help you understand the purpose of the certificate and what specific details it contains. We’ll also walk you through the application process so you’ll be thoroughly prepared for your entry into the Hong Kong market.
What is a Certificate of Incorporation?
Purpose a Certificate of Incorporation in Hong Kong
A Certificate of Incorporation is a legal document issued by the Companies Registry upon successful incorporation under the Companies Ordinance. It confirms the existence of a limited company within the jurisdiction.
This document serves as official proof of the company’s registration and legal status. It is an essential certificate for various business purposes, such as opening a bank account, entering into contracts, and complying with tax obligations.
In Hong Kong, only limited companies are required to obtain a Certificate of Incorporation. This gives them an independent legal standing compared to other Hong Kong companies in terms of liability to creditors and shareholder’s fiscal responsibilities. For more specific details, be sure to read our article on how to register a private limited company in Hong Kong as a foreign investor.
What Information is contained on the certificate?
A Certificate of Incorporation is issued by the Hong Kong Companies Registry in both English and Chinese languages and has a standard design and format. It contains specific information that will be necessary upon use for business purposes through third parties:
- A unique 7-digit identifier, which is specific to the company and can be used to search for its records in the Companies Registry’s database
- The company registration number, which is the same as the 7-digit identifier
- A reference to the Companies Ordinance, the governing law regulating business entities in Hong Kong
- Name of the company, which can be in either English or Chinese and must end with the word ‘Limited’
- The date of incorporation which states when the company officially entered the Companies Registry record and became a legal entity
- A signature of the registrar
Certificate of Incorporation VS Business Registration Certificate
Both the Certificate of Incorporation and the Business Registration Certificate are important documents for setting up and running a company in Hong Kong. That being said, they have some key differences in terms of purposes and features:
|Certificate of Incorporation
|Business Registration Certificate
|Issued by the Companies Registry
|Issued by the Inland Revenue Department
|Confirms the existence and legal status of the company
|Authorizes the company to carry out business activities in Hong Kong
|Only required for limited companies
|Required for all types of business entities
|Contains company name, company registration number, date of incorporation
|Contains business name, business registration number, nature of the business, business address
The most important thing to remember is that if you are planning to open a limited business in Hong Kong, then you will need a Certificate of Incorporation.
How to obtain a Certificate of Incorporation in Hong Kong?
Application for the certificate can be done online through the e-Registry service of the Hong Kong Companies Registry. Paper applications are also possible by post or in person. Once the incorporation fee has been paid, the certificate will be issued via the same means as the mode of application.
It usually takes around one hour to receive the Certificate of Incorporation from the Companies Registry, if you submit your application online and pay the fees electronically. However, the actual time may vary depending on the availability of the company name, the completeness of the documents, and the workload of the authorities.
Verifying the authenticity of the Certificate of Incorporation
Considering the legal importance of the document and the fact that it is used by many third-party services, authentication of the Certificate of Incorporation in Hong Kong can be done by anyone, not just government organizations. There are several possible methods of authentication:
- Check the online database of the Companies Registry, which provides the public with free access to the basic information of all registered companies in Hong Kong, such as the company name, the company registration number, the date of incorporation, and the company status.
- Request a certified copy of the Certificate of Incorporation from the Companies Registry, which is a true copy of the original certificate, certified by the Registrar of Companies. You can apply for a certified copy online or in person, and pay a fee of HK$140 per copy.
- Order a search report from the Companies Registry, which is a comprehensive document that contains the full information and records of the company. You can order a search report online or in person for a fee of HK$22 per report.
Additional information to keep in mind once the certificate has been issued
Once you have acquired the necessary certificates, you must display the Certificate of Incorporation at your business premises, together with the Business Registration Certificate, in a conspicuous place that is easily accessible to the public. This is required by the Companies Ordinance and the Business Registration Ordinance.
You do not need to renew the Certificate of Incorporation, as it has no expiry date. However, you still need to renew the Business Registration Certificate every year or every three years, depending on the option chosen by you.
If the original Certificate of Incorporation is ever lost, you can always apply for a certified copy from the Companies Registry, which is a true copy of the original certificate, certified by the Registrar of Companies.
Simplify your company setup process in Hong Kong with Emerhub
Before starting your entry into Hong Kong, it is important to thoroughly research the market and understand the different certificate types you need to acquire for your specific business type. Keep in mind that missing documents will result in delays and hinder your registration.
Emerhub has a deep understanding of the Hong Kong market. Consider partnering with us to streamline your entry. Our team of experts will be able to assist you with all your business and legal needs for setting up your company in Hong Kong.
From registering your limited company to obtaining your Certificate of Incorporation, Emerhub will help simplify the process! Contact us via the form below to set up a consultation with one of our advisors to get started.