Frequently Asked Questions
Electronic Company Incorporation and Business Registration
Q1. Is e-incorporation mandatory? Can I submit my application for company
incorporation in paper form?
Answer: E-Incorporation is not mandatory. Any person who wishes to form a company under
the Companies Ordinance can submit the application documents (i.e. the incorporation
form and a copy of the company’s Memorandum and Articles of Association) either in
paper form to the Companies Registry in person or by post, or in the form of electronic
records through the e-Registry (www.eregistry.gov.hk).
Q2. What are the service hours for e-incorporation at the e-Registry? Can I form a
company electronically on general holidays?
Answer: The e-Registry provides e-incorporation service on a 24-hour basis. You can submit
application documents for company incorporation electronically on general holidays.
Q3. Who can use the e-incorporation service? Are there any special requirements?
Answer: To use the e-incorporation service, a person must register as a user of the e-Registry.
Individual founder members can sign and submit application documents in their own
capacities. Corporate founder members can arrange for submission of the application
documents by their authorized representatives (e.g. directors, secretaries or authorized
persons) who should be registered individual users of the e-Registry and have
associated their accounts with the founder members’ corporate user accounts. For
details on user registration and user account association, please refer to the Frequently
Asked Questions on “User Registration and User Account Association” and the
demonstration under the e-Services User Guide section at the e-Registry.
Q4. How can I obtain the electronic incorporation form and the Memorandum and
Articles of Association (M&A)?
Answer: Registered users can login the e-Registry [e-Submission Services > Local Companies]
and select to form a company limited by shares or a company not limited by shares.
You will be guided to complete the incorporation process by a simple wizard. An
electronic incorporation form NC1 or NC1G will be generated by the system for you to
input the required data. For M&A, you may either select the model M&A (only
available for private companies limited by shares) provided by the Companies Registry
or attach your own customised M&A. The customised M&A should be submitted in
Adobe Portable Document format (PDF) and its file size should not exceed 500KB.
Q5. What is the difference between using model and customised Memorandum and
Articles of Association (M&A)? What are the advantages of using model M&A?
Answer: To facilitate electronic incorporation, the Companies Registry provides three samples
of model M&A at the e-Registry for users who wish to form private companies limited
by shares. The relevant information filled in the incorporation form (e.g. company
name, details of share capital and founder members) will be automatically populated
into the model M&A selected by user. This will save users' time to fill in common data
and also help to ensure data consistency between the incorporation form and the M&A.
If the intended company name is accepted for registration and the e-form passes system
validation, a private company limited by shares can normally be incorporated
electronically within 1 hour.
Q6. How to file the Memorandum and Articles of Association (M&A) for a public
company or a company limited by guarantee under the e-incorporation service?
Answer: For electronic applications for incorporation of a public company or a company limited
by guarantee, users must submit their own set of M&A for registration. These
applications are subject to further processing by the Registry's staff.
Q7. Can I complete the e-incorporation form offline? Can I submit the e-forms in
Answer: You may complete an e-incorporation form online or download the e-form for offline
completion. For offline completion, you have to download and install the “e-Form
Filler” which is available at the e-Registry free of charge. After completing the e-form,
you can submit the incorporation documents using the [e-Submission Services >
Offline Submission] function. You can submit only one e-form by using the Offline
If you have downloaded and completed more than one e-forms, you can submit the e-
forms in bulk using the [e-Submission Services > Bulk Submission] function. A
maximum of 10 e-form files in VXF format can be uploaded each time. The size of
each file should not exceed 10 MB.
Users who use the Bulk Submission function must either have their own deposit
accounts or shared company deposit account(s) at the e-Registry for payment of fees.
Other payment methods (i.e. VISA/Master Card and PPS on the Internet) are not
acceptable. For details on creation and maintenance of deposit accounts, please refer to
Part D – “Fees and Payment” of the Frequently Asked Questions on “User Registration
and User Account Association”.
Q8. How can a founder member sign the e-incorporation form?
Answer: An individual founder member or the authorised person (e.g. individual director /
secretary / authorised signatory) of a corporate founder member who has registered as a
user of the e-Registry can sign the e-incorporation form either with his electronic
certificate or the password registered with the e-Registry.
Q9. How to sign the Memorandum and Articles of Association (M&A) for e-
incorporation? How to attest the signature(s) of founder member(s) in the M&A?
Answer: With effect from 21 February 2011, the requirement for a witness to attest the
signature(s) of founder member(s) in M&A has been dispensed with. Moreover, the
requirement for a “signed” copy or a certified true copy of the original signed M&A to
be delivered for registration with the Registrar of Companies has been removed. A
plain copy of M&A with or without the part showing the signature(s) of the founder
member(s) will be accepted by the Companies Registry.
Q10. How can a first director sign and submit the Consent to Act as director under e-
Answer: If the first director is a registered user of the e-Registry, he can either sign the “Consent
to Act as Director” in the e-incorporation form with his electronic certificate or the
password registered with the e-Registry, or submit the Consent to Act as First Director
(Form NC3) within 14 days after the date of incorporation of the company. Link(s) for
downloading the prefilled electronic Form NC3 will be provided in the email
notification on company incorporation sent to the message box and the registered email
address of the user/applicant. Directors who are registered users of the e-Registry may
sign the electronic Form NC3 with their electronic certificates or passwords and submit
the electronic Form NC3 at the e-Registry. A printed and manually signed copy of
Form NC3 will also be accepted.
Q11. Can I print out the e-incorporation form and model Memorandum and Articles of
Association (M&A) and submit them for registration through the Shroff counters
at the Companies Registry?
Answer: Printed copies of e-incorporation form and model M&A which should be submitted at
the e-Registry will not be accepted for filing at the Shroff counters of the Companies
Registry. However, you are strongly advised to save and print the e-incorporation form
and model M&A for your own record.
Q12. How can I pay the fees for e-incorporation service?
Answer: You can make payment online by:-
(i) deduction from your deposit account at the e-Registry;
(ii) VISA / Master card; or
(iii) PPS by Internet.
If you wish to pay by VISA/Master Card, you have to obtain the “Verified by
VISA/Master” password, if required, from the card issuing bank.
For more details, please refer to Part D – “Fees and Payment” of the Frequently Asked
Questions on “User Registration and User Account Association”.
Q13. How can I get the Certificate of Incorporation? What is the format of the
Answer: Upon incorporation of a company, an email notification for downloading the electronic
Certificate of Incorporation and Business Registration Certificate will be sent to your
message box at the e-Registry and your registered email address. The electronic
Certificate of Incorporation will be issued in Adobe Portable Document format (PDF
format). The e-certificates will be kept in the e-Registry system for three months. You
are strongly recommended to download and save your e-certificates as early as possible
after receiving the email notification.
Q14. Can I obtain paper Certificates of Incorporation for applications submitted
through the e-Registry? What is the legal effect of electronic certificates?
Answer: Certificates of Incorporation will be issued in paper form for paper applications and in
electronic form for electronic applications. Certificates in paper form or electronic
form have the same legal effect. You may order a certified copy of the certificate at a
fee online at the Companies Registry’s Cyber Search Centre (www.icris.cr.gov.hk) or
at the Public Search Centre on the 13th Floor of Queensway Government Offices.
Q15. What is the processing time for e-incorporation of a company?
Answer: For straightforward cases, a private company limited by shares can normally be
incorporated electronically within 1 hour if the intended company name does not
require further consideration and approval by the Companies Registry, and the e-form
passes system validation.
Q16. If the intended company name can be accepted for registration in the preliminary
checking of the e-incorporation form, can I pay the required fees for
Answer: As there is no provision for reservation of company names, you should pay the
required fees as soon as the submission result of your e-incorporation application is
displayed. Otherwise, the same intended company name may be registered by another
Q17. If my company is incorporated at the e-Registry, does it mean that my company
must use electronic submission service for filing other documents in the future?
Answer: No. The company may submit specified forms/documents either in paper form or in
the form of electronic records when e-submission service is available at the e-Registry.
Q18. Must I also apply for business registration during the e-incorporation process?
Answer: Yes. The Companies Registry and the Inland Revenue Department (IRD) jointly
implemented the one-stop company and business registration service on 21 February
2011. Any person who applies for incorporation of a local company under the
Companies Ordinance will be deemed to have made a simultaneous application for
business registration. This one-stop registration service is applicable to all applications
for incorporation of local companies submitted in paper form or electronic form.
Users of the one-stop registration service are required to submit a Notice to Business
Registration Office (IRBR1) and pay the prescribed business registration fee and levy.
Q19. How can I get the Business Registration Certificate? What is the format of the
Answer: The Registrar of Companies will issue the Business Registration Certificate on behalf
of the Commissioner of Inland Revenue, together with the Certificate of Incorporation.
Under electronic one-stop registration service, the Business Registration Certificate
will be issued in the same manner as the electronic Certificate of Incorporation. Please
refer to Q13 for details.
Q20. Can I obtain paper Business Registration Certificates for one-stop company and
business registration applications submitted through the e-Registry? Is the legal
effect of electronic certificates the same as that of paper certificates?
Answer: Business Registration Certificates will be issued in paper form for paper applications
and in electronic form (pdf format) for electronic applications. Certificates in paper
form or electronic form have the same legal effect. You may order a certified
copy/duplicate of the Business Registration Certificate at a fee online at GovHK
(www.gov.hk/br) 2 days after the date of issue of the Certificate of Incorporation.
Q21. The Business Registration Certificates issued via the Companies Registry do not
contain Payment Instructions at the back. Will this affect their validity?
Answer: No. The validity of Business Registration Certificates will not be affected by whether
Payment Instructions are printed on the back page of the certificates.