Form NN1 Walkthrough for Non-Hong Kong Company Registration

Form NN1 Walkthrough: Non-Hong Kong Company Registration

A non-Hong Kong company establishing a place of business here must register under Part 16 of the Companies Ordinance (Cap. 622). Form NN1 is the application. This guide explains the form's sections, the supporting documents required, and the errors that cause the Companies Registry to reject applications. The guidance is based on Cap. 622 and Inland Revenue Department requirements.

When to Register

A company incorporated outside Hong Kong must register under Part 16 of Cap. 622 if it establishes a place of business in Hong Kong. A "place of business" includes a share transfer or share registration office, a branch office, or any physical location where the company carries on business. A representative office that does not trade, contract or generate income is not required to register at the Companies Registry, but it must notify the Inland Revenue Department.

Form NN1: What You Are Filing

Form NN1 is the application form for registration as a registered non-Hong Kong company. File it in English or Chinese. The form has several parts, and you need to attach supporting documents.

Section 1: Company Name

Provide the full legal name of the company in its original language. If the name is not in English or Chinese, include a transliterated version. The Companies Registry will check that the name is not identical to an existing Hong Kong company or registered non-Hong Kong company.

Section 2: Place of Incorporation

State the country or jurisdiction where the company is incorporated. If the company is incorporated under a law that is not a national law (for example, a state law in a federal system), specify the relevant territory.

Section 3: Date of Incorporation

Enter the date of incorporation in the original domicile. This is the date the company was legally formed under foreign law.

Section 4: Place of Business in Hong Kong

Provide the full address of the company’s principal place of business in Hong Kong. This must be a physical address, not a post office box. The registered non-Hong Kong company must maintain a place of business here for service of documents and for other statutory purposes.

Section 5: Authorised Representative

Every registered non-Hong Kong company must appoint at least one authorised representative who is resident in Hong Kong. The representative can be an individual ordinarily resident in Hong Kong, or a body corporate that has a place of business in Hong Kong. Complete this section with:

• Full name of the authorised representative
• Residential address (if an individual) or registered office (if a body corporate)
• Hong Kong identity card number (or passport number) for an individual
• Business registration certificate number (if a body corporate)

The authorised representative is the company’s point of contact for official correspondence and service of legal documents. If the representative changes, file Form NN6 within 15 days.

Section 6: Members

List the names and addresses of all members (shareholders) of the company, unless the company is a public company limited by shares whose shares are listed on a recognised stock exchange. For a private company, include the full list. The Companies Registry will accept a separate schedule if the list is long, but the form must refer to it.

Section 7: Directors and Secretary

Provide the full names, addresses and identification numbers of all directors and the company secretary. For each director, also state their nationality and occupation. If the company secretary is a body corporate, give its name and registered office. A change to the director or secretary must be reported on Form NN6.

Section 8: Amount of Capital

State the amount of the company’s issued share capital, or if the company does not have a share capital, state the equivalent. This is for reference; the Companies Registry does not impose a minimum capital requirement.

Section 9: Documents to Attach

Form NN1 must be accompanied by:

• A certified copy of the company’s certificate of incorporation (or equivalent document from the original domicile)
• A certified copy of the company’s constitution (e.g. memorandum and articles of association, or equivalent)
• A certified copy of the company’s latest annual return filed in the original domicile (if any)
• A certified translation of any document that is not in English or Chinese

Each copy must be certified by a notary public, a solicitor, or the official who issued the original document. The Companies Registry will reject uncertified copies.

Form IRBR2: Business Registration

Before or at the same time as filing Form NN1, apply for a business registration certificate from the Inland Revenue Department. The application is made on Form IRBR2. The business registration certificate fee is payable upon issue. The Companies Registry will not process the NN1 until the IRBR2 is filed and the business registration reference number is provided. File both forms together to avoid delay.

Common Mistakes That Cause Rejection

• Incomplete or uncertified copies of incorporation documents
• Missing name or address of the authorised representative
• Authorised representative not resident in Hong Kong
• Form filed in a language other than English or Chinese without a certified translation
• Failure to include the business registration reference number

Check each point before submission. The Companies Registry may return the form and request correction, which delays registration.

Fees

The registration fee for Form NN1 is HK$1,720 at the time of writing. Confirm the exact fee on the Companies Registry’s website, as it may change. The business registration fee on Form IRBR2 is set by the Inland Revenue Department.

After Registration: Ongoing Compliance

Once the company is registered, it must:

• File an annual return on Form NN3 within 42 days of its return date (the anniversary of registration)
• Notify any change of director or secretary on Form NN6 within 15 days
• Notify any change of address of its place of business or authorised representative on Form NN9 within 15 days

The company remains a branch of its foreign parent. The parent is liable for the branch’s obligations. There is no separate legal personality for the branch.

Part 16 Registration: Hong Kong Foreign Company

The registration process under Part 16 applies to any foreign company that establishes a place of business in Hong Kong. It does not apply to a Hong Kong incorporated subsidiary, which would register under Part 2. If you are deciding between a branch and a subsidiary, note that a subsidiary is a separate Hong Kong company and its liability is contained within it. A branch is not separate; the foreign parent bears all liability.

Registered Non-Hong Kong Company Requirements

The key requirements are:

• At least one authorised representative resident in Hong Kong
• A maintained place of business in Hong Kong at all times
• Annual return filing on Form NN3
• Timely notification of changes on Form NN6 and Form NN9
• Compliance with the Companies Ordinance and the Inland Revenue Ordinance

Failure to comply can result in prosecution and fines.

Form NN1 NN3 NN6 NN9 Filing Guide

The table below summarises the core filing forms for a registered non-Hong Kong company.

Each form must be filed with the Companies Registry. The annual return on Form NN3 includes a statement of the company’s particulars as at the return date.

Hong Kong Place of Business Registration for a Foreign Entity

The registration captures the company’s foreign legal identity and extends that identity into Hong Kong. The company is not creating a new legal entity; it is registering an existing one to operate in the Hong Kong jurisdiction. The place of business must be a physical address where the company carries on its activities. A registered non-Hong Kong company may also have multiple places of business, but it must designate one as the principal place of business for filing purposes.

Practical Tip: Coordinate with the IRD

File Form IRBR2 at the same time as Form NN1. The Companies Registry will not issue a certificate of registration until the business registration is in place. If you file the forms separately, the NN1 will be held pending the IRBR2. Submit both forms together, with the business registration fee, to avoid this.

Last Check Before Submission

• All copies certified and translated if needed
• Authorised representative details complete and correct
• Place of business address is a physical address in Hong Kong
• Form IRBR2 attached or filed simultaneously
• Fee paid (check the current fee on the Companies Registry website)

Submit the completed package to the Companies Registry by post or in person at its office in Queensway, Hong Kong. Processing takes 5 to 10 working days if the application is complete.