Public company limited by shares
A company limited by shares that is not a private company, used for listed or widely held companies. It files certified accounts, a directors' report and an auditor's report with its annual return.
- Entiva fee to form
- $889
- Government fees to form
- HK$3,895
- Run plan
- $149 a month
- Steps to form
- 10
- Ongoing filings
- 12
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Companies Ordinance (Cap. 622).
Who it suits
- Listed companies and widely held companies.
- Companies making public offers, which follow the prospectus and offering rules.
Key facts
- Statute
- Companies Ordinance (Cap. 622)
- Liability
- Limited by shares
- Directors
- At least 2, and none can be a company
- Secretary
- Required, with a Hong Kong presence
- Accounts
- Certified copies filed with the annual return
- Annual meeting (AGM)
- Within 6 months after the accounting period ends
- Annual return
- Within 42 days after the return date
- Controllers register
- Required, unless the company is listed
What the law requires.
7 rules, each in plain words.
A registered office in Hong Kong
A company secretary based in Hong Kong
An individual resident in Hong Kong, or a body corporate with its registered office or place of business in Hong Kong.
At least two directors, none of them a company
One of the directors may also be the company secretary.
A register of significant controllers (the people who control the company)
Listed companies are exempt.
An annual return filed with certified accounts
Form NAR1, with the financial statements, directors' report and auditor's report, within 42 days after the return date, which is 6 months after the accounting period ends.
An annual general meeting (AGM)
Within 6 months after the accounting period ends.
Prospectus and offering rules for public offers
These apply when the company makes an offer to the public.
How Entiva forms it.
10 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
10 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. A public company needs further staff processing at the Registry.
- 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.
- 7Enter the first significant controllers
Listed companies are exempt from keeping this register.
- 8Appoint a designated representative
At least one, resident in Hong Kong, for the significant controllers register.
- 9Pass the first board resolutions
The auditor, the accounting reference date (the year end), the bank and any share issue.
- 10Register as a trust companyOnly if needed
Only if the company will act as a trust company, on Form AT.
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 founder is verified as a legal entity, down to the individuals behind it
- 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 with accounts
42 days after the return date, which falls 6 months after the year end
- Prepare and audit the accounts
Audit finished before the AGM
- Approve the audited accounts
Within 6 months after the year end
- Hold the annual general meeting (AGM)
Within 6 months after the year end
- Pass a written resolution instead of an AGM
Same deadline as the AGM
- 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
- 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, kept up to date (listed companies are exempt)
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
- Allot new shares
- Transfer shares
- Buy back or redeem shares
- Change the registered office
- Change the company name
- Amend the articles
- Remove the auditor
- Convert to a private company
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
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 the members' special resolution to wind up
- 2
Sign the NW1 solvency certificate and start the winding up
- 3
Notify the Registrar of the liquidator on NW3 within 15 days
- 4
File the liquidator's final account and return
- 5
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
Hold the creditors' meeting within 14 days of the members' meeting
- 2
Notify the Registrar of the liquidator on NW3 within 15 days
- 3
Hold the final meetings and send the account and return
- 4
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
Deliver NW6 once the court has released the liquidator
- 4
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
Convert to private, then deregister
A defunct, solvent public company first becomes a private company, then follows the private company deregistration route.
- 1
Pass a special resolution and deliver Form NAA4 within 15 days
- 2
Then follow the private company deregistration steps
What Entiva does for you.
From the first filing to the last.
Public 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 with the certified accounts within 42 days of the return date.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
$889one-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 with accounts
- Approve the audited accounts
- Hold the annual general meeting (AGM)
- Renew business registration
- File the profits tax return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register as a trust companyOnly if needed
- Prepare and audit the accounts
- Keep the accounting records
- Report foreign-sourced income (FSIE)
- File the Pillar Two top-up tax notification
- Amend the articles
- Convert to a private company
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $889, 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$11,250 application fee plus HK$840 certificate fee. The HK$1,500,000 deposit or guarantee is not a fee.
Excludes steps marked only if needed.
Every year
The Run plan costs $149 a month ($1,788 a year).
HK$140 on time. Late: HK$1,200, HK$2,400, HK$3,600, HK$4,800; 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.
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).
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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