company formation documents: The Full Hong Kong Checklist
When setting up a Hong Kong private company limited by shares, it is easy to confuse the statutory documents filed with the Companies Registry with the extra information banks and service providers may request during due diligence. There are only 3 of the former. Once incorporation is approved, the Companies Registry issues the Certificate of Incorporation (CI) together with the Business Registration Certificate (BR). The articles, share certificate book, chops, and minute book commonly bundled in a so-called "green box" are largely records the company keeps itself or items included in a service provider's package — not a set of 7 documents guaranteed by the government.
Updated: 29 July 2026. Fees apply as at the date of filing, so please re-check the Companies Registry and the Inland Revenue Department fee table before paying.
Before incorporation: the 3 statutory documents filed with the Companies Registry
| Document | Who prepares it | Common sticking points | Electronic filing |
|---|---|---|---|
| Form NNC1 (Incorporation Form) | Companies limited by shares; companies not limited by shares use NNC1G | Incomplete company name, first directors/secretary, registered office, or share capital details | Yes |
| Articles of Association | The company | Missing mandatory provisions, or provisions inconsistent with the shareholding arrangements | Yes |
| Form IRBR1 (Notice to Business Registration Office) | The company | Not delivered together with the incorporation documents and the correct BR fee and levy | Yes |
The Companies Registry's official list is exactly those 3 items, delivered with the correct fees. The NNC1 itself must set out the first directors, the company secretary, and the Hong Kong registered office. Certified copies of passports, proof of address, and three-month validity requirements are not listed by the Companies Registry as supporting documents for local company incorporation. They appear far more often in KYC reviews run by banks, virtual account providers, licensed TCSPs, or other external services, and you should follow whatever the receiving institution requires at the time.
The 4 spots most often filled in wrongly on the NNC1
- English and Chinese company names: run a name search first. Company registration does not equal trade mark rights.
- Share capital and initial share allotment: shareholder names, number of shares held, and paid-up/unpaid amounts must reconcile with each other.
- Director and shareholder particulars: names, ID or passport details, and address formats must not contradict one another.
- Secretary and registered office: an application can be rejected if the first directors, company secretary, or registered office are missing. If a first director has not signed consent on the NNC1, Form NNC3 must be filed within 15 days after incorporation.
Do the articles need to be customised?
A company with a single shareholder, ordinary shares only, and standard board powers can usually adopt the applicable model articles; the Companies Registry also provides samples. Where there are multiple shareholders, preference shares, transfer restrictions, reserved matters, or investor veto rights, settle the rights arrangements first and have a qualified professional check that the articles and the shareholders' agreement are consistent. Leaving complex rights to a verbal understanding for later is usually far harder to remedy than dealing with them at incorporation.
How should overseas directors/shareholders read the certification requirements?
Non-Hong Kong residents can incorporate a local limited company, and directors need not be Hong Kong residents. If an external KYC process asks for a certified passport, proof of address, or translations, first obtain that party's list of acceptable certifiers, required certification wording, document validity period, and translation format. Whether a lawyer, accounting professional, notary, or licensed TCSP is acceptable depends on that institution's policy. Do not mistake a bank's or an agent's KYC checklist for the Companies Registry's rejection criteria.
The 4 structural requirements to settle before incorporation
- At least 1 director, and for a private company at least 1 director must be a natural person.
- At least 1 founder member/shareholder. There is no statutory minimum paid-up capital for a company limited by shares.
- A company secretary is mandatory: a natural-person secretary must ordinarily reside in Hong Kong; a body corporate secretary must have its registered or principal office in Hong Kong. A sole director cannot also act as the secretary.
- A Hong Kong registered office is mandatory.
All of this must be reflected in the incorporation form. If directors, the secretary, or addresses change later, company records and filings must also be updated in line with the applicable requirements.
Filing channels, timing, and official fees
A private company limited by shares can file electronically through the Companies Registry e-Services Portal, or in hard copy at the Shroff on 14/F, Queensway Government Offices, 66 Queensway. Where documents are in order, the CI and BR are normally issued within 1 hour for electronic filing, and in about 4 working days for hard-copy filing. The former CR eFiling App has been discontinued and should not be listed as a current channel.
| Item | Electronic filing | Hard-copy filing |
|---|---|---|
| Company incorporation application fee | HK$1,545 | HK$1,720 |
| 1-year BR: registration fee HK$2,200 + levy HK$150 | HK$2,350 | HK$2,350 |
| First-year government total | HK$3,895 | HK$4,070 |
| 3-year BR: registration fee HK$5,720 + levy HK$450 | HK$6,170 | HK$6,170 |
| Government total if the 3-year option is chosen | HK$7,715 | HK$7,890 |
The 1-year and 3-year BR amounts already include the corresponding Protection of Wages on Insolvency Fund levy; the 3-year option is not simply HK$150 more. On current rates, choosing the 1-year option three times in a row costs HK$7,050 against HK$6,170 for the 3-year certificate, a difference of HK$880. Rates may be adjusted in future, however, so today's difference cannot be treated as a fixed guarantee.
What you receive after incorporation: separate the official certificates from company records
"Green box" is a market term, not the name of a statutory document pack. The official one-stop incorporation process issues the CI and the BR. Electronic certificates carry the same legal effect as hard copies, but the electronic files are only retained in the system for a limited period, so download and back them up immediately.
| Document or record | Nature and use | Commonly required for account opening | How to replace or re-obtain |
|---|---|---|---|
| Certificate of Incorporation (CI) | Proves the company has been incorporated | Common | Apply to the Companies Registry for a certificate/records search |
| Business Registration Certificate (BR) | Business registration; shows an expiry date | Common | Apply to the Inland Revenue Department for a duplicate or certified copy |
| Articles and a copy of the NNC1 | The filed constitution and incorporation particulars | Common | Keep your own copies, or inspect the registered documents |
| Share certificate book, register of members/directors, minute book | Statutory or governance records kept by the company itself | Depends on the institution and the transaction | Reconstruct from company records and retain supporting evidence |
| Company chop | An administrative tool, not a mandatory official document | Usually not required | Handle under internal authorisation |
What is the difference between the CI and the BR?
The CI proves the company has been incorporated as a body corporate in Hong Kong. The BR is the business registration certificate issued by the Companies Registry on behalf of the Inland Revenue Department under the one-stop system. The BR can be issued for 1 year or 3 years, and you should watch the expiry date and renewal arrangements shown on the certificate. They serve different purposes, and account opening or tender submissions often require both, so submitting only one is inadvisable.
What the green box will not do for you: the SCR
The Significant Controllers Register (SCR) is a compliance record a local company must deal with after incorporation, not a printed item issued by the Companies Registry. Except for listed companies, a local company must identify its significant controllers, keep an SCR, designate at least 1 designated representative, and allow law enforcement officers to inspect it under their statutory powers. The SCR is not filed with the Companies Registry. It must be kept at the registered office or another place in Hong Kong, and if kept elsewhere, notice on Form NR2 is generally required within 15 days. See the Companies Registry SCR guidance for details.
Where each document gets requested later
| Situation | Documents commonly reviewed |
|---|---|
| Bank/virtual account opening | CI, valid BR, articles, copy of the NNC1, identity details of directors and beneficial owners, proof of business |
| Tax filing and audit | BR, books and vouchers, financial statements and company records |
| Share changes, capital increases, or share transfers | Articles, share certificates and register of members, board or shareholder resolutions |
| Trade mark or government scheme applications | Commonly the CI and a valid BR; requirements vary by scheme |
| Annual Return NAR1 | Based on the incorporation particulars and the latest director, shareholder, secretary, and address details |
Account-opening and financial approval standards are set by each bank or financial institution. The table above reflects the range of documents commonly seen in the market. It is not a guarantee of any account-opening outcome, nor is it an account service offered by this site.
The post-incorporation document timeline
- On the day of incorporation: keep the CI, BR, articles, and NNC1, and establish traceable company records.
- As soon as possible: set up the SCR and confirm the designated representative. If the SCR is not kept at the registered office, note the 15-day deadline for Form NR2.
- After hiring employees: follow the employer reporting rules; for example, Form IR56E must generally be filed within 3 months after an employee commences employment.
- Around 18 months after incorporation: the Inland Revenue Department normally issues the first profits tax return, though it may be issued earlier depending on circumstances.
- Within 42 days after the first anniversary of incorporation: a private company files Form NAR1. The on-time registration fee is HK$105, and late fees escalate.
- Before the BR expires: renew according to the certificate's period rather than guessing from the company's anniversary date.
Further reading on this site: Hong Kong company registration cost breakdown, Significant Controllers Register keeping requirements, and annual returns and yearly compliance.
Frequently asked questions
What is the difference between the Certificate of Incorporation (CI) and the Business Registration Certificate (BR)?
The CI proves the company has been incorporated as a body corporate. The BR is the business registration certificate, issued for 1 year or 3 years. In practice, account opening often requires both.
Can a non-Hong Kong resident set up a Hong Kong company on their own?
Yes. Directors need not be Hong Kong residents, but a private company must still have a qualified Hong Kong company secretary and a Hong Kong registered office.
Does a passport copy always have to be notarised?
The Companies Registry's list of documents for local company incorporation does not include a certified passport as a supporting document. If a bank, an external KYC process, or a related tool requires one, prepare it using the certification method that institution specifies.
Which items from the green box are commonly used for account opening?
Commonly the CI, a valid BR, the articles, and a copy of the NNC1, and possibly identity details of directors/beneficial owners and proof of business. The actual list is determined by the financial institution.
Should the BR be taken for 1 year or 3 years?
If the structure may change in the short term or continued operation is uncertain, the 1-year option is worth considering. Where the company's continuity and cash flow are clearer, compare the total current cost of the 3-year option against the risk of future rate changes.
Can a lost CI or BR be replaced?
Yes. You can apply to the Companies Registry or the Inland Revenue Department for the relevant certificate, records search, duplicate, or certified copy under the applicable procedures. Application methods and fees differ by document.
The essentials of Hong Kong company formation are to file the 3 statutory documents, keep the CI and a valid BR, put the SCR and the annual return in your calendar, and then supply whatever KYC information your bank or counterparty requires. For coordination of Hong Kong company formation, company secretarial, and annual compliance services, you may contact Chan & Chung. Regulated trust or company services are provided by Intelligent Services Limited (TCSP licence no. TC010349), not by Chan & Chung Consultancy Services Limited.