/ HK BUSINESS GUIDE

Starting and Scaling a Business in Hong Kong

A plain-English legal guide to company structure, tax, licensing, employment, fundraising, IP, and exit — written for founders and businesses building in Hong Kong.

/ WHY THIS GUIDE MATTERS

The Legal Foundations Every Hong Kong Business Needs to Get Right.

Hong Kong remains Asia's most important hub for fund formation, capital markets, and cross-border transactions. Its common law system, competitive tax regime, and CEPA access to mainland China give founders and investors structural advantages that few other jurisdictions match. Setting up correctly — choosing the right structure, understanding your compliance obligations, and avoiding the decisions that create problems later — requires knowing more than the headline facts. This guide covers the ten areas where legal decisions matter most.

/ WHO THIS IS FOR

Written for Founders, Investors, and Senior Operators.

Overseas Founders

Regional Businesses

Fund Managers

Family Offices

In-House Counsel

Investors & Acquirers

/ WHAT’S INSIDE

10 Chapters. From Day One to Exit.

Why Hong Kong? Still the Right Base in Asia?

How Do I Incorporate? Structures, Costs, and What to Avoid

What Are My Tax Obligations as a Hong Kong Business?

Which Licences and Regulatory Approvals Do I Actually Need?

How Do I Bring In Investors Without Losing Control?

What Should Every Shareholder Agreement Include?

How Do I Open a Business Bank Account and Pass Compliance?

What Employment Law Obligations Apply From Day One?

How Do I Protect My IP, Contracts, and Commercial Interests?

When and How Should I Scale, Restructure, or Exit?

01

Why Hong Kong? Still the Right Base in Asia?

What makes Hong Kong genuinely distinctive as a business base: common law courts, competitive profits tax, and unmatched access to mainland China. We also cover when Singapore may be the better fit.

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02

How Do I Incorporate? Structures, Costs, and What to Avoid

Private limited company vs branch vs representative office. What the Companies Registry actually requires, how long incorporation takes, and the nominee director arrangements founders often regret.

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03

What Are My Tax Obligations as a Hong Kong Business?

Profits tax at 16.5% (8.25% on the first HK$2M), salaries tax, property tax, and the offshore exemption claim. What triggers an IRD inquiry and how to keep your records in a form auditors accept.

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04

Which Licences and Regulatory Approvals Do I Actually Need?

SFC Type 1, 4, and 9 licences; money service operator registration; trust company licensing; import and export licences; food business permits. The approvals that catch founders off guard and the timelines that will surprise you.

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05

How Do I Bring In Investors Without Losing Control?

Convertible notes, SAFEs, and priced rounds. What preferred shares actually do, anti-dilution clauses in plain language, and the provisions that shift control away from founders before they realise it.

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06

What Should Every Shareholder Agreement Include?

Vesting schedules, drag-along and tag-along rights, pre-emption rights, and deadlock resolution. The clauses that look unimportant on day one and become critical when a co-founder wants to leave.

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07

How Do I Open a Business Bank Account and Pass Compliance?

What HSBC, Hang Seng, and the virtual banks actually want to see. KYC document packs, UBO declarations, source-of-funds narratives, and why applications fail. Neo-banks as an interim solution.

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08

What Employment Law Obligations Apply From Day One?

MPF enrolment, statutory holidays, annual leave, sick leave, and severance pay under the Employment Ordinance. Continuous contracts, probation clauses, and the garden leave provisions that protect your business.

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09

How Do I Protect My IP, Contracts, and Commercial Interests?

Trade mark registration in Hong Kong and Class 9/42 for tech. Copyright ownership in employment vs contractor contexts. NDAs that hold up, governing law choices, and jurisdiction clauses for cross-border disputes.

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10

When and How Should I Scale, Restructure, or Exit?

Cayman holding structures, ESOPs, WFOE entry into mainland China, M&A share sales vs asset sales, and what an HKEX listing requires. What your documentation needs to look like before any of it.

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/ WHY HONG KONG

Simple Incorporation. Competitive Tax. World-Class Courts.

Hong Kong's tax profile is straightforward: profits tax at 16.5% (8.25% on the first HK$2 million), no capital gains tax, no GST, and no withholding tax on dividends. Company incorporation takes one to three business days. The courts are independent, the rule of law is genuine, and CEPA provides preferential access to the mainland market. For founders and fund managers targeting Asia, Hong Kong combines these structural advantages in a way that no comparable jurisdiction currently replicates.

/ GET THE GUIDE

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This guide is provided for general information and educational purposes only. It does not constitute legal advice and should not be relied upon as such. Laws and regulatory requirements are subject to change. Please seek independent legal advice in relation to your specific circumstances before taking any action.

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Setting Up or Scaling in Hong Kong?

Whether you are incorporating, raising capital, or planning an exit - we advise founders, investors, and businesses on every stage of the Hong Kong business lifecycle.

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