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Setting up IP businesses

Registering a company

The first step in registering a new company is deciding whether the company will be:

  1. Limited by shares, where the company will issue shares to its shareholders, and the liability of its shareholders will be limited to the unpaid subscription price for the shares, or will be nothing if the subscription price for the shares has been paid in full.

This is the type of company that is most suitable for a company that carries on a business for profit making purposes.

  1. Limited by guarantee, where the company will not have shares, nor shareholders, but instead will have members, and the liability of its members will be limited to the amount of the guarantee that each member has agreed to pay in the event of the company’s insolvency and having insufficient assets to pay all of its debts.

This is the type of company that is most suitable for nonprofit activities, such as operating a nonprofit research institute. It is not a suitable structure for a business undertaken for profit making purposes.

The second step is to choose a name for the company.

A company’s name may be in:

  • Chinese only;
  • English only; or
  • bilingual (both in Chinese and English).

A company’s name must not be the same as the name of an existing company, nor a name which in the opinion of the Registrar of Companies is offensive, illegal, or contrary to public interest.

In choosing a company name, it is desirable to search other company names through the Companies Registry’s Cyber Search Centre or Company Search Mobile Service, trade marks and domain names to ensure that the name that you select is available, and will not be the same as or likely to be confused with another person’s business name, company name, registered trade mark, or domain name.

This is particularly important if you intend to implement a branding strategy for distinguishing your brand from other existing business names, company names, trade marks or domain names.

Registering a company name does not guarantee that another person’s registered trade mark will not be infringed, particularly when the company name is the same as or confusingly similar to the registered trade mark, and the goods or services offered by the company are also the same or similar to those under the registered trade mark.  It is therefore very important to do prior searches, including a trade mark search.

Registering a company name does not confer the right to use the same name as a business name, trade mark, or domain name. Each of these that may be sought needs to be registered separately, with separate offices. Click on the following to find out more about registering each respectively: business name ; trade mark; domain name.

The third step is to lodge the required application and other prescribed forms with the Companies Registry, and pay the applicable fees.

This can done online or by lodging the required application documents at the Companies Registry.

If one seeks to register a company and a business at the same time, this can be done on the same application form.

After the company is duly registered, a Certificate of Incorporation will be issued.

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