Private company limited by shares
The standard Hong Kong company for running or holding a business. Its articles (its rules) restrict share transfers, cap members at 50 (excluding employees) and bar invitations to the public.
- Entiva fee to form
- $679
- Government fees to form
- HK$3,895
- Run plan
- $129 a month
- Steps to form
- 12
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Ordinance (Cap. 622).
Who it suits
- Operating businesses and holding companies.
- Founders who want incorporation and business registration in one step.
- Small groups of owners: up to 50 members, excluding employees.
Key facts
- Statute
- Companies Ordinance (Cap. 622)
- Liability
- Limited by shares
- Members
- Up to 50, excluding employees
- Directors
- At least one, who must be an individual
- Local director
- Not required
- Share capital
- Shares have no par value
- Audit
- Audited accounts every year
- Annual return
- Within 42 days after each anniversary
What the law requires.
8 rules, each in plain words.
A registered office in Hong Kong
A company secretary based in Hong Kong
An individual ordinarily resident in Hong Kong, or a body corporate with its registered office or place of business in Hong Kong.
A register of significant controllers (the people who control the company)
Kept in Hong Kong, with at least one designated representative: a Hong Kong-resident member, director or employee, or an accounting, legal or company-services professional.
Statutory registers and minutes
Registers of members, directors, company secretaries and significant controllers, plus minutes.
Audited accounts every year
Audited by a practising certified public accountant. They go to the Inland Revenue Department (IRD) with the profits tax return, not to the Companies Registry.
An annual return on Form NAR1
Due within 42 days after each incorporation anniversary.
An annual general meeting (AGM)
Within 9 months after the accounting period ends, or 6 months for a subsidiary of a public company, unless dispensed with.
Business registration renewed every year
Companies cannot claim the small-business fee exemption.
How Entiva forms it.
12 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
12 steps- 1Check the name is available
A free search of the Companies Registry. Names are not reserved, so file straight after the check.
- 2Get approval for a restricted nameOnly if needed
Only if the name needs the Registrar's prior approval under section 100(2).
- 3Incorporate the company
Form NNC1 with the articles and the IRBR1 business registration notice. Normally within 1 hour online if the name needs no review.
- 4File a first director's consent
Form NNC3, within 15 days after incorporation, for any director who did not sign the consent in NNC1.
- 5Notify the IRD of the business details
To the Inland Revenue Department (IRD) on Form IRBR200, within one month of starting business, if not completed at incorporation.
- 6Set up the statutory registers
Members, directors, secretaries, significant controllers and minutes.
- 7Appoint a designated representative
At least one, resident in Hong Kong, for the significant controllers register.
- 8Enter the first significant controllers
The register is kept by the company and never filed.
- 9Pass the first board resolutions
The auditor, the accounting reference date (the year end), the bank and any share issue.
- 10Notify where the registers are kept
Form NR2, only if the registers are kept away from the registered office.
- 11Appoint a nominee directorOnly if needed
Optional. Form ND2A is filed within 15 days after the appointment.
- 12Apply for a trust or company service licenceOnly if needed
Only if this company will itself provide trust or company services, on Form TCSP1.
Documents
8- Articles of association
- Incorporation form NNC1
- Protected information sheets for directors' ID numbers and home addresses
- Business registration notice IRBR1
- Consent to act as director
- Registers of members, directors and secretaries, opened on incorporation
- Certificate of Incorporation, issued by the Companies Registry
- Business Registration Certificate, issued with it
Who takes part
8- A founder member signs the incorporation form personally
- Every director is verified and signs a consent to act
- Photo ID and a live selfie, or the government's iAM Smart ID (Hong Kong ID holders)
- A corporate director supplies its company documents, signing officer and owners over 25%
- Anyone owning over 25% of shares or votes, or in control, is identified
- A nominee arrangement is declared, with the person behind it
- Anyone instructing for the founders is verified, with their authority
- People in prominent public roles get enhanced checks
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
12 filings- File the annual return
Within 42 days after each anniversary of incorporation (Form NAR1)
- Renew business registration
By the date on the IRD demand note; if none arrives, tell the IRD within 1 month of expiry
- Keep the accounting records
Continuously, all year
- Prepare and audit the accounts
Audit finished in time for the AGM deadline
- Approve the audited accounts
Within 9 months of year end (6 for a public company's subsidiary)
- Hold the annual general meeting (AGM)
Within 9 months of year end (6 for a public company's subsidiary), unless dispensed with
- Pass a written resolution instead of an AGM
Same deadline as the AGM
- File the profits tax return
By the date stated on the IRD return
- Report foreign-sourced income (FSIE)
With the profits tax return, for multinational group entities with such income
- File the employer's return
Within 1 month of issue (BIR56A), even with no employees
- File the Pillar Two top-up tax notification
Within 6 months after the fiscal year end, for groups with revenue of EUR 750m or more
- Keep the significant controllers register current
Continuously; Form NR2 within 15 days if the register's location changes
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Record a director or secretary leaving
- Change a director's or secretary's details
- Allot new shares
- Transfer shares
- Buy back or redeem shares
- Change the registered office
- Change the company name
- Amend the articles
- Remove the auditor
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Deregistration
A solvent company that has stopped trading, with no liabilities, where all members agree.
- 1
Get the IRD's Notice of No Objection (Form IR1263)
- 2
Apply to deregister on NDR1 within 3 months of the IRD notice
- 3
The Registrar gazettes the proposal and waits 3 months for objections
- 4
The Registrar gazettes the deregistration, which dissolves the company
Members' voluntary winding up
A solvent company whose directors can certify that it can pay its debts. A liquidator is appointed to wind up its affairs.
- 1
Pass a directors' resolution
- 2
Pass the members' special resolution to wind up
- 3
Sign the NW1 solvency certificate within 5 weeks before the resolution
- 4
Deliver a copy of the resolution within 15 days
- 5
Notify the Registrar of the liquidator on NW3 within 15 days
- 6
File the liquidator's final account and return
- 7
The company is dissolved 3 months after the return is registered
Creditors' voluntary winding up
An insolvent company, where the members resolve to wind it up.
- 1
Pass the members' special resolution to wind up
- 2
Hold the creditors' meeting within 14 days of the members' meeting
- 3
Notify the Registrar of the liquidator on NW3 within 15 days
- 4
Hold the final meetings and send the account and return
- 5
The company is dissolved 3 months after the return is registered
Compulsory winding up by the court
A creditor, member or other petitioner asks the court to wind the company up.
- 1
Present the winding-up petition to the court
- 2
Give the liquidator the statement of affairs within 28 days
- 3
Notify the Registrar of the liquidator on NW3
- 4
Deliver NW6 once the court has released the liquidator
- 5
Dissolved 2 years after NW6 is registered, unless the court defers it
Registrar strike-off
The Registrar gets no reply to its inquiries. Only the Registrar can strike a company off.
- 1
Reply to the Registrar's inquiry within 1 month
- 2
Apply to restore a struck-off company within 20 years
- 3
Change the name if the former name is now prohibited
What Entiva does for you.
From the first filing to the last.
Private company limited by shares
- Incorporates the company on Form NNC1 and, by default, acts as its secretary and registered office.Formation
- Opens the statutory registers, including the significant controllers register.Governance
- Files the annual return on Form NAR1 within 42 days after each anniversary.Ongoing
- Convenes and records the AGM, in person, hybrid or virtual where the articles allow.Governance
- Prepares the accounts, directors' report and tax computation, and arranges the audit.Ongoing
- Files the profits tax return (BIR51 or BIR52) with the accounts and tax computation.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$679one-off
- Government fees
- HK$3,895
Steps marked only if needed are not counted.
Closing it
From $679
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Hong Kong
- Company secretary
- File the annual return
- Renew business registration
- Approve the audited accounts
- Hold the annual general meeting (AGM)
- File the profits tax return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Appoint a nominee directorOnly if needed
- Apply for a trust or company service licenceOnly if needed
- Keep the accounting records
- Prepare and audit the accounts
- Report foreign-sourced income (FSIE)
- File the Pillar Two top-up tax notification
- Amend the articles
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $679, one-off. Government fees are passed through at cost.
Electronic HK$1,545. Hard copy HK$1,720. Plus business registration fee and levy HK$2,350 or HK$6,170 for 2026/27, set by the date of submission; companies cannot claim the small-business exemption.
HK$3,440 plus HK$975 per person subject to the fit-and-proper test.
Excludes steps marked only if needed.
Every year
The Run plan costs $129 a month ($1,548 a year).
HK$105 on time. Late: HK$870, HK$1,740, HK$2,610, HK$3,480; re-delivery is charged at its own date.
Certificates starting 1 Apr 2026 to 31 Mar 2027: 1-year HK$2,200 plus a HK$150 levy; 3-year HK$5,720 plus HK$450, HK$6,170 in total; branch 1-year HK$230, 3-year HK$658.
Tax is payable on assessment: corporations 8.25% on the first HK$2m and 16.5% above; unincorporated 7.5% and 15%.
Changes
Routine changes are included in the Run plan.
Ad valorem: 0.1% of consideration or value on each of the bought and sold notes since 17 Nov 2023, plus HK$5 on the instrument; a gift is HK$5 plus 0.2%.
HK$295.
Closing it
Closing is a fixed-fee project, quoted before it starts.
NDR1 HK$420 plus IR1263 HK$270; both non-refundable.
HK$11,250 deposit to the Official Receiver plus HK$1,045 court fee at the High Court Registry. A further HK$3,500 deposit applies if a provisional liquidator is sought, and the court may direct more (r.22A).
HK$240 notice plus HK$55 certificate of change of name.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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