Steps to register a foreign company in Hong Kong

How to Register a Foreign Company in Hong Kong

A foreign company establishing a place of business in Hong Kong must register as a registered non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622). The process requires filing Form NN1 with the Companies Registry and Form IRBR2 with the Inland Revenue Department, appointing an authorised representative, and meeting ongoing compliance obligations. This is distinct from setting up a subsidiary, which involves incorporating a separate Hong Kong company limited by shares.

Part 16 Registration Hong Kong

Part 16 registration applies to any company incorporated outside Hong Kong that establishes a place of business in the territory. A "place of business" includes a branch, a representative office, or any physical location from which the company carries on business. Complete the registration within one month of establishing that place of business. The company retains its original legal identity and is not a separate Hong Kong entity; the foreign parent remains liable for all obligations.

Form NN1 Hong Kong

Apply to register a foreign company on Form NN1. Submit it to the Companies Registry with certified copies of the company's constitutional documents, its certificate of incorporation or equivalent, and a register of directors and secretaries. The form requires the company's name, its registered office in its place of incorporation, and its principal place of business in Hong Kong. File Form IRBR2 with the Inland Revenue Department alongside Form NN1 to obtain a Business Registration Certificate.

Registered Non-Hong Kong Company

Once registered, the company is known as a registered non-Hong Kong company. It receives a Certificate of Registration from the Companies Registry and a Business Registration Certificate from the Inland Revenue Department. Display its name and place of incorporation at every place of business in Hong Kong. The company must also maintain a registered address in Hong Kong for service of documents.

Authorised Representative Hong Kong

Every registered non-Hong Kong company must appoint at least one authorised resident representative in Hong Kong. This representative is the company's point of contact for legal and regulatory matters and receives legal documents and notices on its behalf. Notify the appointment on Form NN1 at registration. Report any change of authorised representative on Form NN6.

Ongoing Compliance for Registered Non-Hong Kong Companies

A registered non-Hong Kong company must file an annual return on Form NN3 with the Companies Registry. The filing is due within 42 days after the anniversary of the date of registration. Notify the Registrar of any change of address on Form NN9 and any change of directors or secretaries on Form NN6. Unlike a Hong Kong incorporated company, a registered non-Hong Kong company is not required to file its accounts with the annual return unless specifically requested by the Registrar.

Branch Versus Subsidiary

A branch is the same legal entity as its foreign parent, and the parent is liable for all branch obligations. A subsidiary is a separate Hong Kong company limited by shares, with liability contained within the subsidiary. The subsidiary route requires incorporation under Part 3 of the Companies Ordinance using Form NNC1, and the subsidiary files its own annual return on Form NAR1. The branch route under Part 16 is simpler for a foreign company that wants to operate directly without creating a separate legal entity, but the parent retains full liability.