Company Incorporation in Hong Kong: How to Set Up a Digital Asset or Web3 Business

Hong Kong has re-emerged as a leading Asian hub for digital asset and Web3 businesses, following the introduction of a clearer regulatory framework for virtual assets. With its strong legal system, deep capital markets and renewed policy focus, Hong Kong is increasingly attractive to founders building blockchain, token-based and Web3 ventures.

In this article, we cover the key steps to incorporate a digital asset or Web3 business in Hong Kong, the regulatory landscape to be aware of, and how founders can structure their companies compliantly while remaining flexible.

Hong Kong offers several structural advantages for Web3 and digital asset companies:

Clear Regulatory Direction

Hong Kong has implemented a licensing regime for certain digital asset-related activities, overseen by the Securities and Futures Commission (SFC). This includes requirements for virtual asset trading platforms and other regulated intermediaries. Berru.co focuses on corporate structuring, entity setup, treasury frameworks, accounting, and compliance coordination — and works with appropriate legal partners when licensing advice or application support is required.

Strong Legal and Financial Infrastructure

Hong Kong operates under English common law principles, with a well-established financial services ecosystem and access to institutional capital.

Gateway to China and Asia

For founders with Greater China or Asia-focused strategies, Hong Kong remains a strategic base for regional operations and partnerships.

While Hong Kong is not a “light-touch” jurisdiction, it offers predictability and credibility for digital asset businesses prepared to operate within a regulated environment.

1. Business Incorporation Requirements for Digital Asset and Web3 Companies

Incorporating a digital asset or Web3 company in Hong Kong follows the same legal process as other businesses under the Companies Ordinance.

The key requirements include:

Company Secretary

Every Hong Kong company must appoint a company secretary. The secretary is responsible for statutory filings and ongoing compliance.

Timeline: Must be appointed at incorporation
Minimum Standard: Must be a Hong Kong resident individual or Hong Kong-registered corporate secretary

Registered Office Address

A Hong Kong company must maintain a registered office address in Hong Kong for official correspondence.

Timeline: Required at incorporation
Minimum Standard: Physical address in Hong Kong (no PO boxes)

Directors and Shareholders

Hong Kong offers flexible ownership rules:

• At least 1 director (any nationality)
• At least 1 shareholder (individual or corporate)
• 100% foreign ownership permitted
• No local director requirement 

Paid-Up Capital

There is no minimum paid-up capital requirement in Hong Kong.

Typical practice:

• HKD 1 is sufficient at incorporation
• Higher capital may be used for credibility, banking or regulatory discussions

2. Navigating Hong Kong’s Regulatory Framework for Digital Assets and Web3 Businesses

Virtual Asset Service Provider (VASP) Regime

Hong Kong regulates certain digital asset activities under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO), with licensing overseen by the Securities and Futures Commission (SFC).

Businesses must apply for a VASP licence if they operate a virtual asset trading platform that provides services such as:

• Buying or selling virtual assets
• Operating an exchange
• Custody of client assets (in certain cases)

This regime applies regardless of whether the platform serves retail or professional investors.

Activities That May Not Require Licensing

Not all Web3 or blockchain activities are regulated. Depending on the business model, the following may fall outside the VASP licensing scope:

• Software development and protocol design
• Token issuance (subject to securities analysis)
• DAO tooling and governance infrastructure
• Non-custodial technology services 

However, each activity must be assessed carefully, particularly where tokens may constitute securities or regulated products.

Stablecoins and Ongoing Regulatory Developments

Hong Kong has also announced a forthcoming stablecoin regulatory framework, signalling continued regulatory evolution. Founders should expect increased oversight for payment-related and consumer-facing digital asset activities over time.

3. Choosing the Right Business Structure for a Web3 Company in Hong Kong

The most common structure for digital asset and Web3 businesses in Hong Kong is a:

Private Company Limited by Shares

This structure is preferred because it offers:

• Limited liability protection
• Scalability for fundraising
• Familiarity to investors, banks and regulators

It is suitable for both early-stage Web3 startups and more established digital asset businesses.

Other structures may be considered for specific use cases, but the private limited company remains the default choice.

4. Compliance, Tax and Ongoing Obligations

Hong Kong companies — including digital asset businesses — are subject to:

• Annual return filings
• Annual audited financial statements
• Profits tax filings under Hong Kong’s territorial tax system
• Ongoing AML/CFT compliance where applicable

Unlike offshore jurisdictions, all Hong Kong companies must prepare audited accounts, reflecting its status as an onshore, high-credibility jurisdiction.

Both Hong Kong and Singapore are leading Asian hubs for Web3 and digital assets, but they differ in approach.

Hong Kong is often preferred where:

• Businesses operate or target Greater China
• Institutional credibility is important
• Founders are prepared for a licensing-led framework

Singapore is often chosen for:

• ASEAN-focused expansion
• Holding company and regional HQ structures
• Clear separation between operating and offshore entities

You may wish to review our Singapore digital asset incorporation guide to understand how the two jurisdictions compare from a regulatory and structuring perspective.

Hong Kong may be suitable if you:

• Operate or plan to operate a regulated virtual asset platform
• Need institutional credibility and legal certainty
• Are comfortable with audits and regulatory engagement

It may not be suitable if you:

• Only require a lightweight offshore SPV
• Prefer minimal compliance obligations
• Are not ready to engage regulators

Berru.co is a Corporate Service Provider (CSP) that supports founders and international teams with cross-border digital asset structuring, including Hong Kong.

We assist with:

• Pre-incorporation structuring and jurisdiction analysis
• Hong Kong company incorporation
• Company secretary and compliance support
• Coordination with legal, audit and regulatory advisers
• Integration with Singapore, BVI, Cayman Islands and other jurisdictions

For digital asset and Web3 businesses, structure matters as much as technology.
Berru.co helps you get it right from the start.

Get in touch today to discuss your Hong Kong company setup

Disclaimer: The information contained in this article is provided for general informational and educational purposes only and does not constitute legal, regulatory, tax, financial, or professional advice. While Berru.co endeavours to ensure that the information presented is accurate and up to date at the time of publication, laws and regulations — including those applicable in Singapore — may change and may vary depending on jurisdiction and individual circumstances.

Readers should conduct their own independent due diligence and seek appropriate professional advice from qualified advisers before making any business, legal, or financial decisions.