The Hong Kong certificate of incorporation is issued by the Companies Registry together with a business registration certificate, and the founders keep the filed Form NNC1 and the articles of association. Statutory registers and minutes follow. Banks, counterparties, auditors and buyers all ask for these papers, so store and certify them properly.
This guide lists the documents that appear at each stage, what each one is for, how long to keep it and how to get certified copies. It draws on the Registry's FAQ pages and the Companies Ordinance (Cap. 622). Fees come from the Registry's fee table on the date we checked.
What documents are issued when you incorporate a Hong Kong company?
The starter set is short, and each paper has its own job.
Document | What it is | What it is used for |
|---|---|---|
Form NNC1 | Incorporation application | Holds the name, directors, secretary, capital, address and director consents |
Articles of association | The company's internal rules | Sets management, signing, voting and share transfer rules |
Certificate of incorporation | Proof the company exists | Shows the name, number and date of incorporation |
Business registration certificate (BR) | Permission to carry on business | Issued with the certificate; required by banks and the tax office |
The memorandum of association no longer exists in Hong Kong, so the articles are the only constitution. The Registry states that the certificate of incorporation and the business registration certificate are issued once the application is approved. The registered office must be in Hong Kong.
We do not quote processing times, because they depend on the filing method, Registry workload and the quality of your application. Check the Registry's website for current service pledges.
What does Form NNC1 contain and why does it matter?
Form NNC1 is the main application for a private company. It lists the company name, registered office, directors, secretary, share capital and shareholders. The directors' consent to act is built into the form, so first directors do not sign a separate consent.
Some practical points:
- The articles are filed together with the form.
- Details must match passports and proof of address.
- A mistake in the name, address or board makes the Registry reject or return the application.
- Keep a copy of the filed form with your corporate records. Banks and buyers ask for it.
If this is your first filing, read our list of Hong Kong company setup mistakes before you submit.
What are the articles of association and why should you read them?
The articles govern how the company lives after incorporation. The Registry's model suits many companies but only covers the basics. Check five points:
- Decision-making. Who votes and what majority is needed.
- Signing. Who may sign contracts and bank forms. If there is no seal, section 127(3) applies.
- Share transfers. Whether other shareholders must consent.
- Class rights. Needed if you plan different share classes.
- Meetings. A single-member company need not hold a general meeting, but decisions must be recorded.
Amending the articles later needs a special resolution and a filing, so read them before incorporation, not after the first dispute. Our guide to Hong Kong share capital explains how the articles connect with classes of shares.
What is the Hong Kong certificate of incorporation and how is it used?
The certificate of incorporation is the key document proving the company exists. It shows the name, the company number and the date of incorporation. Banks, payment providers and business partners ask for it almost every time.
Three things are worth knowing:
- Company number. Needed for registry searches and for contracts. See how to find and check it in our guide to the Hong Kong company registration number.
- Certified copies. Banks and foreign counterparties often want a copy certified by a notary or the Registry.
- Validity. The certificate itself does not expire, but the company stays in good standing only if it files annual returns and renews its business registration.
If the original is lost, you can order a certified copy. The Registry's fee for certifying a copy is HK170. See the fee table for other services.
How is the business registration certificate different?
They are two documents with different jobs. The certificate of incorporation shows the company was formed as a legal entity. The business registration certificate shows it is registered to carry on business and pays the related fees. Banks usually ask for both.
The business registration certificate has to be renewed. A missed renewal creates questions for the tax office and the bank. Our guide to the Hong Kong Business Registration Certificate explains it in full. The business registration fee and levy are set by the Inland Revenue Department, and we do not quote them without a primary source.
Which statutory registers must a company keep?
Besides the incorporation papers, a company keeps internal registers. They are not filed with the Registry but must be available for inspection.
Register | What it holds | Where it can be kept |
|---|---|---|
Register of members | Names, shares held, dates of entry and exit | Registered office or another place |
Register of directors | Director details, appointment and departure dates | Registered office or another place in Hong Kong (section 641) |
Register of secretaries | Secretary details | Registered office or another place in Hong Kong (section 648) |
Significant controllers register | People with significant control over the company | Check the primary source for the storage rule |
We do not cite sections or deadlines for the significant controllers register here, because they need checking against a primary source. See our dedicated Hong Kong significant controllers register guide.
Keep the registers up to date. When a director is appointed or leaves, update the entry the same day and file Form ND2A within 15 days. Our guide to the Hong Kong company director explains the forms.
How long must records be kept?
The Registry says records of resolutions and meetings must be kept for at least ten years (section 618(2)), and so must records of former members (section 627(5)). In practice, you cannot throw out the corporate file when the business closes.
A sensible file holds, in both paper and electronic form:
- The certificate of incorporation and business registration certificate.
- The filed NNC1 and the articles with every amendment.
- Minutes and written resolutions of directors and shareholders.
- The registers of members, directors and secretaries.
- Copies of every form filed with the Registry, plus confirmations.
- Share transfer documents and proof of payment.
- Letters from the Registry and the tax office.
Company records are open to inspection on the Registry's terms, including a HK$50 fee, at least two hours a day for inspection, and copies within 10 business days. Our guide to the Hong Kong company chop and compliance records covers retention and security.
What should you check right after you receive the documents?
Spend half an hour on this. It is the cheapest time to catch an error.
- Name. Does the spelling match the application, including suffix and punctuation?
- Number and date. Compare with the Registry's public search.
- Address. Is the registered office right, and does mail actually reach you?
- Directors and secretary. Do the names match passports?
- Shareholders and capital. Do the share numbers and holdings match what was agreed?
- Articles. Is the version in your folder the one that was filed?
If you find a difference, act quickly. The 15-day period for Forms ND2A and ND2B runs from the date of change, and an early typo is much simpler to fix than a mismatch explained a year later.
What do banks, counterparties and buyers ask for?
The set depends on the recipient, but the logic is the same: they want to confirm the company exists, the people dealing with them can act for it and the records are in order.
- Banks. Certificate of incorporation, business registration certificate, articles, Form NNC1, director and shareholder identity documents and often proof of address. They cross-check with the public register.
- Foreign counterparties. The certificate and proof of authority for the signer, usually certified, sometimes with an apostille.
- Buyers and investors. The full set: incorporation papers, registers, minutes, share transfer documents and proof that forms were filed.
- Auditors and accountants. Articles, registers, minutes and capital information.
A ready pack saves weeks. If you are missing a copy, order it early. Certification through the Registry costs HK$130 per copy, and timing depends on how you apply.
A 30-day plan after incorporation
- In week one, check every document against the application and save digital copies in two places.
- Fill in the registers of members, directors and secretaries and name the person who maintains them.
- Read the articles and write down the signing procedure.
- Put the NAR1 and business registration renewal dates in the calendar.
- Prepare the bank pack: certified copies, a business description and identity documents.
- Test that mail from the registered address reaches you.
After that, the documents live with the company. Every appointment, share transfer and decision should leave a trace in the file. If a provider keeps the folder for you, set that out in writing and ask for a full copy at least once a year.
How do you get certified copies?
Certified copies are needed for banks, foreign counterparties, courts and visa applications. There are three routes.
- Registry certification. The fee is HK$130 per certified copy under the Registry's table.
- Notarisation. A notary confirms the copy matches the original. See our notarization service.
- Apostille. Needed if the document will be used in a country that is party to the Hague Apostille Convention. Requirements depend on the destination.
The recipient decides which one is needed. Ask your bank or counterparty for the format and how recent the copy must be before you order.
What if a document is lost or wrong?
Most cases are procedural.
- Lost certificate. Order a certified copy from the Registry.
- Wrong name or address. File the relevant change form. A change of name costs HK$295 under the Registry's table. Our guide on how to change Hong Kong company details explains the options.
- Wrong entry in the register of members. Correct the entry and keep the basis for it: a resolution, an agreement or proof of payment.
- Articles no longer match practice. Pass a special resolution to amend them and file it with the Registry.
Do not fix records by back-dating. If an entry has to change, record the change with today's date and keep the history.
How should you organise the corporate file?
We suggest five folders: incorporation, governance, shareholders, finance and correspondence. Each folder holds one current version of a document plus proof that it was filed or signed. Keep the electronic set in two places, for example in a company cloud drive and with a director.
Name an owner, a director or the secretary. Once a year, compare the file with the public record, the bank application and the NAR1. It is better to find a mismatch yourself than during a bank review. Keep the Hong Kong certificate of incorporation at the top of that file. Document handling is one of the building blocks of a Hong Kong limited company, set out on our pillar page, Hong Kong Limited Company Structure. To create a company with a full document pack, see the Hong Kong company registration service or go to the LAINEXUS homepage.
Frequently asked questions
Which documents do you receive after registering a Hong Kong company?
After approval you receive a certificate of incorporation and a business registration certificate. The founders keep the filed Form NNC1 and the articles. The company then keeps registers of members, directors and secretaries, plus minutes and written resolutions, in an orderly corporate file.
Where should corporate documents be stored?
The register of directors and the register of secretaries can be kept at the registered office or another place in Hong Kong. Other documents are best held in an electronic corporate folder with a backup. The records must be current, open to inspection and not lost when you change provider.
How long must minutes and resolutions be kept?
At least ten years. That period applies to records of resolutions and meetings (section 618(2)) and to details of former members (section 627(5)). Do not destroy records just because the company closes before the period ends. If in doubt, keep them longer and store electronic copies as well.
How much does a certified copy cost?
The Registry charges HK170 for a certificate of continuing registration. Notarisation and apostille are separate and depend on the notary and the destination country. Check the Registry's fee table for the current rates before you order.
How is a certificate of incorporation different from a BR certificate?
The certificate of incorporation shows the company was formed as a legal entity. The business registration certificate shows it is registered to carry on business and has to be renewed. Banks usually ask for both, and the tax office relies on the BR. One does not replace the other.
This article is general information, not legal advice. Fees and rules were checked on 14 October 2026 and can change. Confirm current requirements with the Companies Registry before filing. Sources: incorporation FAQ, company records FAQ, Registry fee table.