A company incorporated outside Hong Kong that wishes to establish a branch office in Hong Kong must register with the Hong Kong Companies Registry as a non-Hong Kong company. Under HK Companies Ordinance, it must apply for registration with Companies Registry within one month after the establishment of a place of business in Hong Kong.

The Non-Hong Kong Company

is not a separate legal entity and is regarded as an extension of the parent company. The parent company is therefore fully liable for the debts and liabilities of this Hong Kong branch office; and the Non-Hong Kong Company is subject to the same legal and tax consequences as a company incorporated in Hong Kong.

To register a Non-Hong Kong Company, please note that maintain a registered office in Hong Kong is a must. The company should provide the address of the Principal Place of Business and Non-Hong Kong addresses or post office box numbers are not acceptable.

Must appoint an authorized representative

to accept service of process and notice on behalf of the company. This authorized representative can be a natural person resident in Hong Kong, a firm of solicitors or a solicitor corporation; a firm or a corporate practice of certified public accountants (practising) which has business address in HK.

Hong Kong Import and Export declaration

Furthermore, the application must be accompanied by certified copies

of the charter or memorandum and articles (or like documents) of the Foreign company, certified copies of a certificate of incorporation of the Foreign company, and its most recent published financial statements.

If it is not required under the law of the foreign company’s place of incorporation, or if the company has been incorporated for less than 18 months and has not yet published financial statements; the company can give a statement of the fact and no accounts are required to be delivered.

According to the HK Business Registration Ordinance

an applicant for registration as a registered non-Hong Kong company must deliver a Notice to Business Registration Office together with the application to Companies Registry. A separate business registration certificate must be obtained for each place of business and each trade name used in Hong Kong by the non-Hong Kong company.

According to the HK Companies Ordinance

there are two concepts that applicants should be aware of when it comes to the registration of the name for the foreign companies.

Domestic name:  it’s refer to the company name which has been registered in its place of incorporation.

Corporate name

it is either a domestic name or a translated domestic name which has been registered with the Companies Registery of Hong Kong.

Normally, the non-Hong Kong company will be registered in Hong Kong under the name of the foreign company.

If the domestic name of the Company is NOT in Roman script or in Chinese, there must be a certified translation of that name in English or Chinese, or both, included in the application for the registration.

Unless the English or Chinese names are the domestic names registered in the company’s place of incorporation, a registered non-Hong Kong company cannot register more than one English name or more than one Chinese name as its corporate names in Hong Kong.

In addition, if the constitution and the accounts are not in English or Chinese, the applicant only need to deliver a certified translation thereof in English or Chinese.

While, if the certificate of incorporation is not in English or Chinese, please be aware that you have to deliver a certified copy of the certificate in the original language and its certified translation in English or Chinese for registration.

The registration process normally takes about 10 working days from the date of filing the relevant registration documents at the Companies Registry.

Upon approval, the Certificate of Registration of Non-Hong Kong Company and the Business Registration Certificate will be issued to the Non-Hong Kong Company.

For everything you need to know about company incorporation in HK, please contact us!

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