When an authorised representative is required in Hong Kong

Authorised Representative Required Hong Kong

Yes. A non-Hong Kong company registering a place of business in Hong Kong must appoint at least one authorised representative. Part 16 of the Companies Ordinance (Cap. 622) sets out this requirement. The authorised representative is the company's statutory contact in Hong Kong, responsible for receiving legal documents and handling compliance matters with the Companies Registry.

Non-Hong Kong Company Authorised Rep

The authorised representative is the person or entity a non-Hong Kong company designates as its local point of contact. This person must be a natural person ordinarily resident in Hong Kong. The entity must be a body corporate with a registered office or place of business in Hong Kong. The company makes the appointment when it registers under Part 16, using Form NN1.

The representative's name and address are on the public register at the Companies Registry. If the representative changes, the company must file Form NN6 within one month.

Part 16 Authorised Representative

Part 16 of the Companies Ordinance governs the registration of non-Hong Kong companies. The appointment of an authorised representative is mandatory under Part 16. A company cannot be registered without one.

The Part 16 authorised representative has two primary functions:

• Service of documents: The authorised representative is the person on whom any writ, notice or other legal document may be served on the company in Hong Kong. This includes court proceedings, statutory demands and official correspondence from the Companies Registry.
• Compliance: The authorised representative is responsible for ensuring the company meets its ongoing obligations under the Companies Ordinance, including filing the annual return (Form NN3) and notifying changes of directors or secretary (Form NN6).

Foreign Company Hong Kong Representative

The term "foreign company Hong Kong representative" is used interchangeably with authorised representative in practice. The role is the same. The representative must have a physical Hong Kong address for service of documents. A post office box is not acceptable.

If the authorised representative is a body corporate, that body corporate must have its own registered office or place of business in Hong Kong. It can be a corporate services provider, a law firm or an accounting firm acting for multiple non-Hong Kong companies.

Companies Registry Representative

The Companies Registry recognises the authorised representative as the company's contact for all statutory communications. The Registrar of Companies sends official correspondence to the authorised representative's address.

The representative's details appear on the public register. Anyone searching the register can see the name and address. This transparency allows creditors, customers and other parties to know where to serve legal documents on the company.

How to Appoint or Change the Authorised Representative

Appointment at registration: When a non-Hong Kong company first registers, it states the authorised representative's name and address on Form NN1. File the form with Form IRBR2 and the required supporting documents, including a certified copy of the company's certificate of incorporation and its constitutional documents.

Change of representative: To change its authorised representative, the company files Form NN6 with the Companies Registry. Deliver the form within one month of the change. There is no fee for filing Form NN6.

Resignation: If the authorised representative resigns, the company must appoint a replacement and file Form NN6. The company must have an authorised representative at all times while it remains registered. If the representative resigns and no replacement is appointed, the company is in breach of the Companies Ordinance.

Practical Considerations

• The authorised representative does not need to be an employee. Many non-Hong Kong companies appoint a corporate services provider, a law firm or an accounting firm.
• The role is limited to receiving documents and ensuring compliance. It does not give the representative authority to bind the company in contracts or manage its business.
• If the company ceases to have a place of business in Hong Kong, it must apply to deregister under Part 16. The authorised representative remains in place until deregistration is complete.