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When you incorporate a private limited company. The company is governed by the Companies Ordinance (Cap. 622) and incorporated with the Companies Registry, which issues the certificate of incorporation and, through the one-stop service, the business registration certificate under the Business Registration Ordinance (Cap. 310). You will need articles of association, the consents of the directors and the company secretary, and the resolutions that set the company in motion.

When you run a business without a company. A sole proprietorship or partnership still needs a business registration certificate from the Inland Revenue Department, and a partnership agreement is the document that fixes contributions, profit sharing and what happens when a partner leaves.

When you contract with customers and suppliers. Service agreements, supply agreements, non-disclosure agreements and general commercial contracts fix scope, fees, confidentiality and termination, drawing on Hong Kong's common law of contract.

When ownership and control need to be agreed. A shareholders agreement governs how a private company is run between its owners: transfer restrictions, reserved matters, board seats and what happens on a deadlock or exit, supported by the board and members' resolutions.

• Incorporation documents: articles of association, director and secretary consents and founder resolutions.
• Partnership agreements: contributions, profit sharing, management and admission or retirement of partners.
• Commercial contracts: service, supply and distribution agreements with scope, fees and termination.
• Non-disclosure agreements: one-way and mutual versions, with defined confidential information and survival periods.
• Shareholders agreements and resolutions: transfer restrictions, reserved matters, board and members' resolutions.

A private company limited by shares is incorporated under the Companies Ordinance (Cap. 622) with the Companies Registry. There is no minimum share capital and shares have no par value, but the company needs at least one shareholder, at least one director who is a natural person, a registered office in Hong Kong and a company secretary -- an individual secretary must ordinarily reside in Hong Kong, and a sole director cannot also be the secretary. The articles of association are the company's binding rulebook, so keep them consistent with any shareholders agreement.

Registration duties come in layers. Every business must hold a valid business registration certificate under the Business Registration Ordinance (Cap. 310), issued by the Inland Revenue Department and renewed periodically; incorporation through the Companies Registry's one-stop service delivers company and business registration together. Since 2018 every Hong Kong company must also keep a Significant Controllers Register (SCR) at its registered office or a prescribed place, identifying the persons with significant control and available for inspection by law enforcement.

Ongoing compliance is where companies slip. Annual returns must be filed with the Companies Registry, registers of members and directors kept up to date, and changes of director, secretary or registered office notified within the statutory deadlines. The common pitfalls are articles that conflict with the shareholders agreement, a lapsed business registration certificate and an SCR that was never created.

• Aligned with the Companies Ordinance (Cap. 622) and Companies Registry practice.
• Built with the Business Registration Ordinance (Cap. 310) and the Significant Controllers Register in mind.
• Reviewed by legal professionals, with consistent articles, agreements and resolutions.
• Ready to use as PDF and Word, so you can file or adapt them immediately.
• Practical structure: guided fields for capital, shareholding, roles and reserved matters.