- Q: How do I set up a local limited company in Hong Kong?
A: Before setting up a company, you should select the company type that best suits your company (there are two main categories: limited by shares company and limited by guarantee) and choose your company name.
Then, you may submit the following documents together with prescribed fee in electronic form, or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices:
(a) Form NNC1 (for Company limited by shares), or Form NNC1G (for Company not limited by shares)
(b) A copy of the company’s articles of association; and
(c) A notice to the Business Registration Office (IRBR1).
Thereafter, you may download or collect a Certificate of Registration and a Business Registration Certificate. The Companies Registry will also issue a Certificate of Incorporation and a Business Registration Certificate. Finally, you may visit the website of the Trade and Industry Department for more information on licenses, permits, certificates and approvals required for import & export and other business operations in Hong Kong.
2. Q: Can I choose any name I want for my company?
A: No, there are some restrictions on the registration of company names. In general, a company name will not be registered if: –
- The name of the company is the same as a name appearing in the Index of Company Names kept by the Registrar;
- The name of the company is the same as the name that of a body corporate incorporated or established under an Ordinance;
- The Registrar considers that use of the name of the company would constitute a criminal offence;
- The Registrar considers that the name of the company is offensive or otherwise contrary to the public interest.
In addition, some company names require approval of the Registrar before they can be registered. These include names which contain any of the words or expressions set out in the Companies (Words and Expressions in Company Names) Order (Cap. 622A) and names which would be likely to the impression that the company is connected in any way with the Central People’s Government or the Government of the Hong Kong Special Administrative Region or any department or agency of either government.
Furthermore, a name which is identical to a name that has been subject to a change of name direction issued by the Registrar will not be registered except with the consent of the Registrar.
3. Q: How can a company change its name after incorporation?
A: A company may pass a Special Resolution to change its name after incorporation. A “Notice of Change of Company Name” (Form NNC2) should be delivered within 15 days after the passing of the Special Resolution together with the required fee either electronically through the “e-Registry” portal or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices. The change of name will be effective from the date on which the Certificate of Change of Name is issued. Please note that the Special Resolution on change of name and the Articles of Association as altered in relation to change of company name need not be delivered to the Registry.
4. Q: I have already registered the name of my limited company with the Companies Registry. Can I use the name of the registered company as a trademark? Will my company name be protected as a registered trademark automatically?
A: Company registration and trademark registration in Hong Kong serve different purposes. They are regulated by different laws and registration systems administered by different government departments. The Companies Registry is responsible for the registration of local limited companies and companies incorporated outside Hong Kong which have established a place of business in Hong Kong, while the Trade Marks Registry administered by the Intellectual Property Department is responsible for the registration of trademarks. Having the name of a limited company registered with the Companies Registry does not automatically confer on the company the right to use its name as a trademark in promoting or dealing in goods and services. You have to file an application with the Trade Marks Registry for trademark registration in order to obtain the protection under the Trade Marks Ordinance (Cap. 559).