Can a foreigner own a Hong Kong company?
Yes. A non-resident can own 100% of a Hong Kong private company limited by shares. You do not need a local partner, a resident shareholder, or a nominee. That is one reason Hong Kong is a default base for e-commerce founders who sell worldwide and want a clean, English-language corporate home with a territorial tax system behind it.
The company you almost certainly want is a private company limited by shares. It caps your liability at the value of your shares, it is cheap to run, and it is what the Companies Registry processes in volume.
Here is what the law asks for, what it costs in 2026, how long it takes, and the one tax point that trips up almost every founder.
This article is general information, not tax or legal advice. Figures move with the annual Budget, so confirm the current numbers with the Inland Revenue Department and the Companies Registry before you pay.
What does a non-resident need to incorporate?
Hong Kong's company law is the Companies Ordinance (Cap. 622). The structural minimums are short.
| Requirement | The rule | Practical note |
|---|---|---|
| Shareholders | At least 1. Any nationality, no residency rule. 100% foreign ownership is allowed. | Can be a person or a company. |
| Directors | At least 1, and at least one director must be a natural person. Any nationality, no Hong Kong residency rule. | A private company can also have corporate directors, as long as one director is an individual. |
| Company secretary | Mandatory. A Hong Kong-resident individual, or a Hong Kong company. A firm that provides this service for a fee must hold a TCSP licence. | A sole director cannot also be the company secretary. |
| Registered office | A physical address in Hong Kong. Not a P.O. box. | Most founders use their service provider's address. |
| Designated Representative | At least 1, for the Significant Controllers Register. | Usually a Hong Kong-resident director or your TCSP firm. |
| Share capital | No minimum. | Commonly one share of HK$1. |
| Business Registration | A Business Registration Certificate from the Inland Revenue Department. | Issued together with incorporation. |
A few of these are where a foreign founder actually spends money and makes decisions, so let me unpack them.
The company secretary and the TCSP licence
Every Hong Kong company must appoint a company secretary. This is set out in section 474 of the Companies Ordinance. The secretary handles statutory filings: annual returns, changes of director, register updates. If you appoint an individual, that person must ordinarily live in Hong Kong. If you appoint a company, it must have its registered office or place of business in Hong Kong.
There is a second, separate rule that matters to you as a buyer. Since 1 March 2018, any firm in Hong Kong that provides company formation or secretarial services for a fee must hold a Trust or Company Service Provider (TCSP) licence and run anti-money-laundering checks. This comes from the Anti-Money Laundering Ordinance (Cap. 615), not the company-secretary rule above. So when you pick a provider, confirm the licence number. An unlicensed provider is a red flag and a compliance risk you inherit.
The Significant Controllers Register and the Designated Representative
Since 1 March 2018, every Hong Kong company must keep a Significant Controllers Register (SCR). It is a private record of the people who ultimately own or control more than 25% of the company, or who otherwise have significant control. It is not public. You keep it at your registered office or another Hong Kong address, and you must show it to law enforcement on request.
To make that work, you must name a Designated Representative. This is the person a law enforcement officer contacts about the SCR. It has to be a director, member, or employee who lives in Hong Kong, or an accountant, lawyer, or TCSP licensee. In practice your service provider usually fills this role.
Share capital: HK$1 is fine
There is no minimum paid-up capital in Hong Kong. You must issue at least one share, and a single share of HK$1 is a standard, fully compliant setup. You can raise capital later. Do not over-engineer this at the start.
What are the 2026 government fees?
Two government charges apply at incorporation. Both go to the government, not your service provider, and your provider's fee sits on top.
| Charge | Who collects it | 2025/26 amount | Notes |
|---|---|---|---|
| Company incorporation fee (Form NNC1, with share capital) | Companies Registry | HK$1,545 electronic / HK$1,720 hard copy | Electronic filing is about 10% cheaper. Most of the fee is refundable if the application fails. |
| Business Registration Certificate, 1 year | Inland Revenue Department | HK$2,200 | The HK$150 levy is waived until 31 March 2026. |
| Government total (electronic, 1-year BR) | about HK$3,745 | Excludes any service-provider fee. |
Two things to watch on the Business Registration fee. First, it is set in the annual government Budget, so it moves. The fee rose to HK$2,200 from 1 April 2024, after sitting flat for close to 30 years. Second, the HK$150 levy that funds the Protection of Wages on Insolvency Fund was waived for two years, to 31 March 2026. From 1 April 2026 the levy resumes, taking the one-year Business Registration Certificate to HK$2,350. A three-year certificate is also available and works out cheaper per year. Always check the current figure against the IRD fee table before you pay, because Budget changes land every February.
How do you actually incorporate?
The legal filing is one form: Form NNC1, the incorporation form for a company limited by shares. You file it with the Companies Registry, together with a copy of your Articles of Association.
- Pick a company name. English, Chinese, or both. Run a name search first to avoid a clash.
- Set the structure. Directors, shareholders, share split, secretary, registered office.
- Prepare and sign Form NNC1 and the Articles of Association.
- File electronically through the Companies Registry e-Registry, with the incorporation fee and the Business Registration application bundled in.
- Receive the Certificate of Incorporation and the Business Registration Certificate, usually as electronic certificates.
- Set up the registers and books, including the SCR, and appoint your Designated Representative.
A foreign founder cannot easily do all of this alone, mainly because of the resident company secretary and the local address. This is the part HQ CFO and similar firms exist to absorb. The honest version: incorporation itself is a commodity. What separates a good provider is whether they also keep your books clean, file on time, and set the structure up so your tax position holds.
How long does it take?
If your documents are clean and you file electronically, the Companies Registry usually issues the Certificate of Incorporation on the same day. The Registry's stated typical turnaround is about an hour after submission, once the name passes its check and the form validates. That is normal service practice, not a guaranteed deadline, so timing depends on name clearance and document validation.
End to end, plan on 3 to 5 working days once you add name checks, document signing, and the identity verification your TCSP provider has to run. The registry step itself is faster; most of the wait is the provider's checks. Hard-copy filing is slower.
Do you need a Hong Kong bank account?
You will need somewhere to receive Stripe, PayPal, and marketplace payouts and to pay suppliers. A Hong Kong company does not force you into a traditional Hong Kong bank, and for a non-resident founder the traditional banks can be slow and heavy on documentation.
Many e-commerce founders open with a virtual bank or a fintech business account instead. It is faster and built for online businesses. The right choice depends on your payment processors, your currencies, and where your customers are. We cover the tradeoffs in our guide to Hong Kong virtual banks.
The offshore-profits point most founders get wrong
Hong Kong taxes on a territorial basis: only profits with a source in Hong Kong are taxed. Profits sourced outside Hong Kong can be exempt from Profits Tax. For an e-commerce brand selling mostly to the US and Europe, that is the headline attraction.
The on-shore rate is already low. Hong Kong runs a two-tiered Profits Tax for companies: 8.25% on the first HK$2 million of assessable profits, and 16.5% above that. If you run more than one connected Hong Kong company, only one of them gets the lower band; the rest are taxed at the flat 16.5%.
Here is the catch. The offshore exemption is not automatic. It is a position you take on your tax return: that the profits did not arise in or derive from Hong Kong. The Inland Revenue Department can challenge it, and often does. They apply an operations test, set out in their practice note DIPN 21. They look at where contracts are negotiated, where decisions are made, and what your people in Hong Kong actually do. Winning the claim means having real substance that matches the story, and being able to prove it years later. Get the structure and bookkeeping wrong from day one and you can lose an offshore claim you genuinely deserved.
One more rule changed the picture for groups. Since 1 January 2023, Hong Kong's foreign-sourced income exemption (FSIE) regime can tax certain offshore passive income, like interest, dividends, intellectual property income, and disposal gains, when it is received in Hong Kong by a company in a multinational group that lacks enough economic substance. This rarely bites an ordinary trading e-commerce company. But if you sit inside a larger group or expect passive income flows, the old "offshore equals not taxed" rule is no longer the full story.
This is the difference between buying an incorporation and buying a tax position that survives an IRD review. If your model depends on the offshore claim, design for it before you file Form NNC1, not after the first audit query. For the wider picture on Hong Kong's reputation and the substance rules, see is Hong Kong a tax haven and the comparison in Hong Kong vs Singapore tax system.
What you have to keep doing after incorporation
Incorporation is the start, not the finish. Each year a Hong Kong company must:
- Renew the Business Registration Certificate.
- File an Annual Return with the Companies Registry.
- Keep proper accounting records, prepare audited financial statements, and file a Profits Tax Return with the IRD.
- Keep the SCR current.
Almost every Hong Kong company needs an annual statutory audit by a local CPA. The audit is required for all companies except dormant ones. A small company can sometimes use a reporting exemption, which simplifies the financial statements, but that is not an audit exemption. The accounts still have to be audited. We explain the rules in Hong Kong audit exemption for small companies. If you are building toward your first audit, our notes on Hong Kong audit fees and the 2026 Hong Kong tax deadlines will save you a scramble.