Under the Companies Ordinance (Cap. 622) and the One-stop Company and Business Registration Service, the major steps of establishing a local company limited by shares are as follows:

• Choose the type of company: it is usually a company limited by shares and its name must end with the word “Limited”
• Appoint the personnel: at least one director who is a natural person, one shareholder and one company secretary (the sole director of a company cannot act as its company secretary)
• Provide the address: an actual registered address in Hong Kong
• Submit the following documents:
  • Incorporation Form (Form NNC1 for company limited by shares)
  • A copy of the company’s Articles of Association
  • Notice to Business Registration Office (Form IRBR1)
• Pay the fees: HK$1,545 (for application in electronic form) or HK$1,720 (for application in hard copy form)
• Submit the application: electronically via the e-Services Portal of the Companies Registry (CR) or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices

Under the One-stop Service, the CR will issue the Certificate of Incorporation and the Business Registration Certificate simultaneously upon approval of an application for company incorporation.

For more information, please visit the website of the CR of the Government of the Hong Kong Special Administrative Region: https://www.cr.gov.hk/en/home/index.htm.

Under the Companies Ordinance (Cap. 622) and the Business Registration Ordinance (Cap. 310), the relevant departments should generally be notified of any change to a company’s registered particulars in Hong Kong, including the name, address, directors, company secretary or nature of business, within one month from the date of the change. For limited companies, updates to their registered particulars with the Companies Registry (CR) and the Inland Revenue Department are mainly made via the CR’s One-stop e-Services Portal. Late notification may result in fines. By way of example, common changes to a limited company include:

• Change of business address: complete Form IRC 3111A (Notification of Change of Business Address) and submit it to the Business Registration Office by post or in person. The change may also be effected online via “eTAX”.
• Change of company name: complete Form NNC2 (Notice of Change of Company Name) and submit it together with the prescribed fee to the CR within 15 days after the passing of a special resolution
• Change of address of registered office: complete Form NR1 (Notice of Change of Address of Registered Office) and submit it to the CR
• Change of director or company secretary: complete Form ND2A (Notice of Change of Company Secretary and Director (Appointment/Cessation))

For more information, please visit the website of the CR of the Government of the Hong Kong Special Administrative Region: https://www.cr.gov.hk/en/home/index.htm.

Under the Inland Revenue Ordinance (Cap. 112), profits tax shall be charged on persons carrying on a trade, profession or business in Hong Kong in respect of their assessable profits arising in or derived from Hong Kong.

Take the year of assessment 2025/26 as an example. The applicable two-tiered profits tax rates for corporations are 8.25% on the first HK$2 million of assessable profits and 16.5% on the remainder (the corresponding rates for unincorporated businesses are 7.5% and 15% respectively).

Hong Kong adopts a territorial principle of taxation, and an application for tax exemption may be made for profits sourced outside Hong Kong. Companies are required to file a profits tax return annually (Form BIR51 for corporations), which is usually issued by the Inland Revenue Department (IRD) in April each year. Newly incorporated companies will receive their first profits tax return about 18 months after incorporation. Companies should file the return together with their audited accounts and properly maintain their business records for at least seven years. Late filing may result in fines or prosecution.

For more information, please visit the website of the IRD of the Government of the Hong Kong Special Administrative Region: https://www.ird.gov.hk/eng/welcome.htm.

Yes. Under the Companies Ordinance (Cap. 622), a local private company must deliver an annual return (Form NAR1) in respect of every year (except the year of its incorporation) to the Registrar of Companies for registration within 42 days after the anniversary of its date of incorporation.

The annual return shall contain the company’s particulars as at the date of its preparation, including the address of the registered office, and information on the shareholders, directors and company secretary.

Late delivery of an annual return is subject to a higher registration fee. The company and each of its responsible persons may be prosecuted and, upon conviction, liable to a default fine. The Companies Registry (CR) provides a free Annual Return e-Reminder Service on its e-Services Portal. Electronic notifications reminding companies to deliver annual returns are sent by the system to users’ message boxes and registered email addresses.

For more information, please visit the website of the CR of the Government of the Hong Kong Special Administrative Region: https://www.cr.gov.hk/en/home/index.htm.

The winding up of Hong Kong companies is governed by the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and falls into two main categories: compulsory winding up by the court and voluntary winding up.

Voluntary winding up is further divided into shareholders’ voluntary winding up and creditors’ voluntary winding up. If the directors of a company can issue a certificate of solvency stating that the company will be able to pay its debts in full within the next 12 months, shareholders’ voluntary winding up may be adopted. Otherwise, creditors’ voluntary winding up must be undertaken.

If a company is insolvent (generally meaning it owes HK$10,000 or more), its creditors may present a winding-up petition to the court.

On the other hand, for a solvent private company or company limited by guarantee that is not in operation, an application for deregistration may be made to dissolve the company. This is a simpler, more cost-effective and quicker procedure. Deregistration requires the agreement of all members of the company, and the company must either have never commenced operation or have not been in operation during the three months before the application. The company also needs to submit Form NDR1 together with a Notice of No Objection issued by the Inland Revenue Department to the Companies Registry.

For more information, please visit the relevant pages of GovHK:
https://www.gov.hk/en/business/supportenterprises/businesstopics/windingup.htm.

To set up a limited company in Macao, an application for commercial registration shall be filed with the Commerce and Movable Property Registry (Conservatória dos Registos Comercial e de Bens Móveis) of Macao in accordance with the Commercial Code (Código Comercial) and the Commercial Registration Code (Código do Registo Comercial).

Core requirements

• The company must have a minimum of one shareholder (incorporated as a “single-shareholder limited company”) and a maximum of 30 shareholders, without any restrictions on nationality;
• It must appoint at least one director, who can also act as a shareholder. However, the appointment of a company secretary or a supervisory board is optional;
• A minimum registered capital of MOP 25,000 (with no upper limit) is required; and
• It must provide a valid Macao address for registration. Under the newly effective Tax Code (Código Fiscal), taxpaying entities must declare their tax domicile to the tax administration between 1 January and 31 December 2026. Declarations can be made through the “Macao One Account” and other online platforms. Late declarations will result in the last declared address deemed the default tax domicile.

Required documents

• Individual applicants are required to produce their identity card, proof of address, etc.;
• Company applicants are required to produce their business licence, etc.; and
• Documents from the Mainland must be notarised, while those not originating from Macao must meet relevant accreditation requirements.

Application procedures

• The following applications can be completed online: company name search (3 working days), notarisation of documents (5 to 10 working days), application submission, approval and payment (7 to 10 working days), and collection of the Commercial Registration Certificate (same day). If the required documents are in order, incorporation takes 15 to 20 working days.

Registrable matters

• Incorporation documents, changes of share capital, and other significant matters must be registered; otherwise, they are not enforceable against third parties.

Limited companies in Macao are required to apply to the Commerce and Movable Property Registry for registration of changes of company particulars. The entire application and the related requirements are governed by the Commercial Registration Code to ensure the changes are registered in time under the relevant laws and regulations.

Registrable matters

According to Article 5 of the Code, registration for changes to certain matters is mandatory. These include articles of association of a company and any subsequent amendments thereto, the domicile of a company, any increase, reduction, or reinstatement of the company’s capital, and the appointment or termination of the functions of a member of the administrative or supervisory organ or the company secretary.

Additionally, company merger, division, transformation, and other significant matters must be registered in accordance with the law.

Time limit for registration

Registration should be done within the specified timeframe. According to Article 14 of the Code, applications for registration of changes to registrable matters shall be lodged within 15 days of the day on which the change takes effect. Please note that late applications may affect the legal effect of the registration.

Legal effect of registration

Regarding the legal effect of registration, Article 9 of the Code specifies that even if the registrable matters are yet to be registered, claims are still enforceable between the parties and their heirs. The matters can only be enforced against third parties from the date of registration. The articles of association of a company and any amendments thereto shall not take any effect prior to the completion of registration.

Principles of registering changes

Applications for the registration of changes must conform to the principle of continuity. Under Article 12, any changes to the ownership of a company, its shareholders’ contributions and other related facts must be registered only by the registered right holders or their duly authorised representative, so as to ensure the continuity and accuracy of registered particulars.

Application method

Applications for registration of changes may be lodged either online or in person, and should be enclosed with relevant documents of proof, resolutions of the shareholders’ meeting and other information related to the changes. To facilitate the approval of registrations, applicants must ensure the information provided is in order and accurate.

Income of limited companies in Macao is primarily taxed in accordance with Law No. 24/2024, “the Tax Code”, Budgets of the Macao SAR Government of the respective fiscal years, and tax relief measures issued by the Financial Services Bureau (Direcção dos Serviços de Finanças). Under the simple tax system of Macao, companies are mainly subject to profits tax, and are exempt from annual business tax.

Business tax

Macao’s business tax differs from its Mainland counterpart in that it functions more as a licence fee, resembling the business registration fee in Hong Kong.

Under Article 10 of Law No. 13/2025, “The Budget for the Fiscal Year 2026” (Lei do Orçamento de 2026) which provides for the exemption of business tax for 2026, companies are not required to pay business tax. As of 2026, the business tax has been exempted for eight years; whether the exemption will continue thereafter depends on the Chief Executive’s annual Policy Address delivered at the end of the year.

Profits tax

Profits tax is the primary corporate income tax levied on limited companies in Macao. It resembles the corporate income tax of the Mainland and profits tax of Hong Kong.

Taxpayers of profits tax are classified into two groups, each subject to a distinctive tax assessment method. Group A comprises large and medium sized enterprises operating with a full-fledged accounting system, while Group B consists of small and medium-sized enterprises. Given the differences in accounting practices, declaration requirements and tax assessment methods between the two groups, enterprises should identify the taxpayer group to which they belong having regard to their operation scale and accounting status.

Tax allowance and relief measures

The prevailing allowance and relief measures vary each year, depending on the relevant legislation, regulations, and the specific updates announced for the year by the Budget.

Taking the 2026 fiscal measures as an example, according to Article 22 of the 2026 Budget, the profits tax allowance for corporate income earned in the 2025 Fiscal Year is set at MOP 600,000; and any income exceeding the amount is subject to a tax rate of 12%.

In addition, a number of tax relief measures on profits tax were introduced in 2026. They include:

• Tax relief measures on technological innovation: according to Article 23 of the Budget for the Fiscal Year 2026, regarding enterprises that are Profits Tax Group A taxpayers, for the tax base for Profits Tax on the first MOP3 million expense spent for the purpose of technological innovation research and development, the deduction is triple the amount of the tax base; for the remaining expenses spent for the same purpose that have exceeded the aforementioned limit, the deduction is double the amount of the tax base, with an upper limit for total deduction set at MOP15 million;
• Exemption for income from Lusophone countries (including Portugal, Brazil, Mozambique, Angola, Guinea-Bissau, East Timor, Equatorial Guinea, Cape Verde, São Tomé and Príncipe): under Article 25, income earned or generated in Lusophone countries is exempt from profits tax if it has been taxed locally;
• Bond interest and proceeds from the sale and purchase of bonds: interest received on bonds issued in Macao and proceeds from their sale and purchase are exempt from profits tax; and
• Preferential tax rates: according to Article 24 of the Budget for the Fiscal Year 2026, eligible Group A taxpayers operating corporate treasury centres are subject to a 5% profits tax. Under Article 26, a profits tax of 5% is applicable to investment fund management companies conducting authorised business in compliance with the Law of Investment Funds (Lei dos fundos de investimento).

Unlike in some jurisdictions where annual returns are mandatory, a Macao limited company is not required to file an annual return every year. Instead, it has the core obligations of registering and declaring registrable matters, and filing annual tax returns.

Pursuant to the Commercial Registration Code, a Macao limited company is required to apply to the Macao Commerce and Movable Property Registry for registration of registrable matters specified under the Commercial Registration Code within 15 days of the occurrence of the relevant event, so as to ensure timely and accurate registration and safeguard the legality of the company’s business operations.

Limited companies in Macao also have the statutory obligations to file an annual tax return in accordance with the law. These obligations mainly include the declaration of salaries tax, profits tax, and other core taxes to the Financial Services Bureau of Macao within a prescribed time and in line with the requirements specified by the Financial Services Bureau, in order to ensure compliance with applicable tax requirements.

A Macao company must strictly comply with relevant legal requirements in carrying out winding-up proceedings, i.e. dissolution and liquidation. This is governed by core legislation including the Commercial Code of Macao and the Commercial Registration Code.

Specifically, Article 5 of the Commercial Registration Code expressly provides for the registration of dissolution of companies, the appointment and cessation of functions of liquidators, and the deregistration of a company upon completion of liquidation, among other matters.

The Commerce and Movable Property Registry of Macao is the competent authority for the winding up of companies. It is responsible for processing matters including applications for the registration of company dissolution and liquidation, and their examination and approval, in an orderly manner.

Generally, a company may be wound up in the following five steps:

• First, the shareholders must pass a resolution to approve the company’s dissolution and appoint a liquidator, who will be responsible for preparing and executing all documents and procedures required for the company’s deregistration.
• Second, the shareholders must pass a resolution to ascertain the conclusion of liquidation and the deregistration of the company.
• Next, the company must apply to the Financial Services Bureau of Macao for business cessation, and settle all tax-related matters.
• Then, the company must apply to the Commerce and Movable Property Registry for deregistration.
• Lastly, the winding up procedure will be concluded upon publishing a notice of business cessation.

Under Article 65 of the Commercial Registration Code and Article 62 of the Commercial Code, the said notice of cessation must be published in a Chinese- or Portuguese-language newspaper in Macao by the interested party within eight days after the relevant registration has been completed by the Commerce and Movable Property Registry, to make sure relevant right holders are informed of the company’s winding up.

Upon receipt of an application for deregistration, the Commerce and Movable Property Registry will examine the submitted documents. If the documents are in order and comply with relevant legal requirements, the Registry will proceed to register the company’s dissolution and liquidation.

In order to obtain the approval for the application, a company is required to enclose its winding-up application with a complete set of authentic and valid documents, including the application form, the resolution of the shareholders’ meeting, together with the balance sheets, profit and loss account, minutes of meeting, proof of tax payment, etc. of the company.

Companies must pay attention to risks commonly seen during the procedures of liquidation, mainly including incomplete tax records, the inability of overseas shareholders to sign documents in person, and unresolved debt disputes during liquidation. Advance planning and proper risk management is advisable to avoid impediment to the progress of winding up.

• To set up a limited company, an application shall be filed with the registration authority for registration of incorporation in accordance with the law. According to the latest “Specifications on Documents for Registration of Business Entities” and the “Specifications on Submission of Materials for Registration of Business Entities” issued by the State Administration for Market Regulation in January 2026, the key requirements below shall be followed when establishing a limited company:
• Core conditions: The establishment of a limited company shall meet the requirements stipulated in the Company Law, including the required number of shareholders, the amounts of capital contributions subscribed for by all shareholders as prescribed in the articles of association of the company, the formulation of its articles of association, and the provision of its name, organisational structure, and domicile.
• Foreign investment admission requirements: Investments from Hong Kong, Macao, and Taiwan are subject to the same regime as that for foreign investments, namely the “pre-establishment national treatment + negative list” regime. For investments in fields outside the negative list, registration procedures are the same as those for domestic enterprises; whereas for investments in the restricted fields, additional conditions shall be met. Investments in the prohibited fields are not allowed.
• Registered capital requirements: In accordance with the newly amended Company Law regarding the adjustments to the registered capital subscription period, the capital contribution period shall not exceed five years. Information on shareholders’ capital contribution periods shall be included in the registration documents.
• Application procedures: Applications can be made online or offline. Applicants shall complete real-name registration to confirm their identity and submit the materials for review by the registration authority. Since 2026, the registration procedures for business entity relocation have been streamlined, allowing a business entity to directly apply for registration of relocation to the registration authority at the new place, without the need to submit a duplicate application to the authority at the original place.
• Submission of materials: These mainly include an application for company registration, the company’s articles of association signed by all shareholders (promoters), shareholders’ subject qualification certificates, appointment documents of the legal representative and others, and proof of the use of the company’s domicile. All materials shall comply with the requirements of the aforementioned specifications.
• Real-name registration requirements: Verification of identity or subject qualification is required. The applicant’s confirmation regarding the relevancy and consistency between their identity and the registered business shall be recorded in the registration documents to prevent fraudulent registration through impersonation.

• Applications for changes of business registration particulars shall be submitted to the original registration authority. According to the 2026 edition of the “Specifications on Documents for Registration of Business Entities” and the “Specifications on Submission of Materials for Registration of Business Entities”, the main points regarding registration of changes are as follows:
• Scope of changes: These changes include amendments to the company name, company domicile, legal representative, registered capital, business scope, shareholders, and articles of association. For changes involving registered capital, clear specifications on the materials required to be submitted have been formulated for cases such as capital changes due to the forfeiture of shareholder rights, and capital reductions to cover losses.
• Requirements on submission of materials: Taking the Shenzhen Administration for Market Regulation as an example, to apply for registration of any changes in the articles of association or address of a company, the applicant shall log in to the Guangdong Government Service Network, search for “Registration for Changes to Domestic Limited Liability Companies”, and check the specific list of materials in the service guide. Sample templates and blank forms are available for download. The materials required to be submitted usually include an application for registration of changes, the revised articles of association of the company, the resolutions of the shareholders’ meeting, and supporting documents in relation to the changes.
• Special provision on changes to registered capital: Where a change to the registered capital is involved, information on the timeframe for shareholders’ capital contributions shall be incorporated to ensure compliance with the requirement that the subscription period shall not exceed five years.
• Processing time: If the materials in support of an application for registration of changes are in order and compliant with statutory forms, the registration authority shall accept the application and render a decision.
• Real-name registration requirement: The registration of changes likewise requires the completion of the applicants’ real-name registration to confirm their identity, including identity authentication and confirmation of the contents of the registration items in the application.

• Corporate income is subject to value-added tax (“VAT”) and corporate income tax (“CIT”). The Value-Added Tax Law of the People’s Republic of China (the “2026 VAT Law”) and its implementation regulations officially took effect on 1 January 2026.
• VAT: General taxpayers are subject to different tax rates (e.g.,13%, 9% or 6%) depending on their industry, while small-scale taxpayers are subject to a 3% levy rate. The 2026 VAT Law introduces core adjustments, including further specifying the scope of input VAT deductions, and refining the identification standards for mixed sales activities.
• Tax incentives for small- and micro-scale enterprises (extended to the end of 2027)
  • VAT incentives: Small-scale taxpayers with monthly sales of under RMB 100,000 (or below RMB 300,000 per quarter) are exempt from VAT. Taxable income subject to a 3% VAT levy is calculated at a reduced rate of 1% (except for VAT‑taxable transactions involving the sale or leasing of immovable property, or the transfer of land-use rights).
  • CIT incentives: For small- and micro-scale enterprises with an annual taxable income not exceeding RMB 3 million, the tax rate is in effect 5% only (20% CIT levied on 25% of the taxable income base). If annual taxable income exceeds RMB 3 million, the entire amount is subject to the standard 25% CIT rate.
  • “Six Taxes and Two Fees” Halved: Small-scale taxpayers, small and low-profit enterprises, and individually-owned businesses can enjoy a 50% tax reduction on eight tax types, including resource tax and real estate tax.
• CIT: The standard tax rate is 25%. Qualified High and New Technology Enterprises and Advanced Technology Service Enterprises are eligible for a preferential tax rate of 15%.
• Tax filing: VAT is generally filed on a monthly or quarterly basis. As for CIT, it is prepaid on a quarterly basis, followed by an annual final settlement and reconciliation.

• Yes, submission of an annual report is required every year. According to the Regulations on the Administration of Market Entity Registration and its implementation rules, all enterprises registered before 31 December 2025 must submit their 2025 annual report through the National Enterprise Credit Information Publicity System by 30 June 2026.
• Content of the annual report: It mainly includes basic facts on the enterprise, information on shareholders and capital contribution, equity change, outbound investment, financial position, external guarantees, social security, and foreign investments. Specifically, financial position information includes total assets, total liabilities, total operating revenue, total profit, net profit, and total tax paid. While public disclosure of such information is optional, all information must be reported truthfully.
• Submission channels: Submissions can be made through the National Enterprise Credit Information Publicity System (www.gsxt.gov.cn), local government service websites, or mobile applications. For example, enterprise entities in Guangzhou may use the “Enterprise Annual Report Publicity” application service on the “Sui Hao Ban” mobile application to submit their annual reports at any time and from any location.
• Prompt disclosure of information: Apart from annual reports, enterprises are required to disclose information regarding changes in shareholders, capital contributions, administrative licences, and administrative penalties to the public through the publicity system within 20 working days of their occurrence.
• Consequences of failing to file annual reports: According to Article 70 of the Implementation Rules for the Regulations on the Administration of Market Entity Registration, market entities that fail to publicise or submit their annual reports within the prescribed period will be listed in the Directory of Enterprises with Abnormal Business Operations by the registration authority, and may face a fine of up to RMB10,000.

• The winding up (deregistration) of a company requires the completion of liquidation procedures in accordance with the law, followed by official deregistration. It falls into two main categories: dissolution liquidation (organised by the company itself when its assets are sufficient to clear its debts) and bankruptcy liquidation (a judicial proceeding administered by the People’s Courts when a company’s assets are insufficient to settle its debts). In January 2026, six departments, including the State Administration for Market Regulation, jointly promulgated the “Guidelines for De-registration of Enterprises” (Revised in 2025) (the “Guidelines”) to provide standardised guidance for market exit.
• Basic procedures:
  1. Dissolution liquidation: Dissolution (a resolution passed at a shareholders’ meeting, etc.) → Formation of a liquidation team → Filing of records by the liquidation team → Notifications and public announcements to creditors → Execution of liquidation activities (liquidate assets, settle taxes, and pay off debts) → Preparation of a liquidation report → Application for deregistration.
  2. Bankruptcy liquidation: Creditors or debtors file a bankruptcy liquidation application with the court → The court accepts the application, declares bankruptcy, and designates an administrator → The administrator conducts liquidation under the supervision of the court (liquidate assets, and settle debts) → The court declares the conclusion of bankruptcy proceedings → Deregistration.
• Handling of special circumstances: To resolve bottlenecks and hurdles in deregistration, the Guidelines provide precise and targeted solutions for special and complex situations in deregistration. These include cases where shareholders cannot be contacted or are uncooperative; the business licence or company chop has been lost; or the legal representative has been declared missing or deceased, or is uncooperative in the deregistration process.
• Methods of deregistration:
  • General deregistration: The enterprise applies for deregistration with the registration authority after conclusion of liquidation.
  • Simplified deregistration: This simplified procedure applies to enterprises that have not commenced business operations or have no outstanding debts/claims. The enterprise must post a notice on the National Enterprise Credit Information Publicity System for 20 days. If no objections are raised upon the expiration of the notice period, the registration authority will approve the deregistration.
• Multi-department joint processing: Drawing on the achievements of the “one-stop government services” reform, the Guidelines clearly specify the acceptance criteria, procedural steps, specifications on the materials required, and processing timeframes adopted by relevant departments, thereby improving the efficiency of the enterprise exit process.