Overseas parent company file accounts in Hong Kong

Overseas Parent Company File Accounts Hong Kong

A registered non-Hong Kong company does not file full accounts with the Companies Registry unless the Registrar directs it to. Its only mandatory annual filing is the annual return on Form NN3. This confuses overseas parent companies operating through a Hong Kong branch, because the rules for a Hong Kong-incorporated subsidiary are entirely different.

Non-Hong Kong Company Accounts Filing

An overseas parent company establishing a place of business in Hong Kong registers under Part 16 of the Companies Ordinance (Cap. 622). It then becomes a registered non-Hong Kong company. File its annual return on Form NN3 within 42 days after its registration anniversary. That return contains particulars of the company, its authorised representative, its directors and its secretary. It does not require financial statements or audited accounts.

The Registrar may issue a notice under section 662 of the Companies Ordinance requiring a registered non-Hong Kong company to produce specified accounts. This power is exercised selectively. It is not a routine annual requirement. Most overseas parent companies will never receive such a notice, but they must be prepared to comply if one arrives.

Parent Company Accounts Hong Kong

The position is entirely different for a Hong Kong-incorporated subsidiary of an overseas parent. A subsidiary is a separate legal entity formed under the Companies Ordinance and must comply with the full Hong Kong regime. It must prepare financial statements in accordance with Hong Kong Financial Reporting Standards (or the applicable framework) and have them audited by a practising certified public accountant registered with the HKICPA. File the audited accounts with the annual return on Form NAR1.

An overseas parent company operating through a subsidiary therefore faces a disclosure obligation at the subsidiary level, but not at the parent level. The parent's own accounts are not filed in Hong Kong unless the parent itself is a registered non-Hong Kong company.

Form NN3 Annual Return

The annual return for a registered non-Hong Kong company is Form NN3. Deliver it to the Companies Registry within 42 days after each anniversary of the company's registration in Hong Kong. The on-time registration fee is HK$105. Late delivery attracts higher fees: HK$870 if more than 42 days but within 3 months, HK$1,740 within 6 months, HK$2,610 within 9 months, and HK$3,480 beyond 9 months.

Form NN3 requires the company to confirm its registered address in Hong Kong, the particulars of its authorised representative, and the details of its directors and secretary. It does not require the attachment of financial statements.

Branch Accounts Filing Hong Kong

A branch is not a separate legal entity. It is the same legal entity as its overseas parent. Because the branch is the parent company itself operating in Hong Kong, the parent's accounts are the branch's accounts. The Companies Registry does not require those accounts to be filed annually with Form NN3.

The Inland Revenue Department, however, takes a different approach. A branch must file a profits tax return on Form BIR52 (for persons other than corporations) and must support that return with financial statements that show the branch's Hong Kong-sourced profits. Those financial statements are prepared for the branch's operations, not for the parent as a whole. They must be audited if the branch's turnover exceeds the threshold set by the Inland Revenue Department, which is the same threshold that applies to Hong Kong companies.

Compliance Summary

The key distinction is between the Companies Registry requirement and the Inland Revenue Department requirement. For the Companies Registry, a non-Hong Kong company files Form NN3 only. For the Inland Revenue Department, a branch files a profits tax return with audited branch accounts. A Hong Kong-incorporated subsidiary files Form NAR1 with full audited accounts for the subsidiary itself. The overseas parent company's own consolidated accounts are not required by either authority unless the Registrar specifically requests them under section 662.