Part 16 Registration for Non-Hong Kong Companies in Hong Kong

Part 16 Registration for Non-Hong Kong Companies in Hong Kong

A company incorporated outside Hong Kong that establishes a place of business in the territory must complete a part 16 registration non-hong kong company application under the Companies Ordinance (Cap. 622). This registers the foreign entity with the Companies Registry. It is not a new Hong Kong company, but an existing overseas company with a physical presence in Hong Kong. Registration is a prerequisite for operating a branch or any other place of business. It triggers ongoing compliance obligations, including annual returns, change notifications, and the maintenance of statutory records.

How to Register a Foreign Company in Hong Kong

Registration begins with two forms: Form NN1 and Form IRBR2. Submit them together to the Companies Registry with the supporting documents and the registration fee.

Form NN1 is the application for registration as a non-Hong Kong company under Part 16 of Cap. 622. It requires the company’s name, place of incorporation, registered office in its home jurisdiction, and date of establishment. The form also captures details of the company’s directors and company secretary, its share capital, and a proposed Hong Kong address for service of documents.

Form IRBR2 is the application for a business registration certificate from the Inland Revenue Department. Every person carrying on business in Hong Kong must hold a valid business registration certificate, so this form is submitted concurrently with Form NN1. The Companies Registry forwards Form IRBR2 to the Inland Revenue Department as part of the process.

Supporting documents that must accompany Form NN1 include a certified copy of the company’s certificate of incorporation (or equivalent document from its place of incorporation), a certified copy of its constitutional documents (such as the memorandum and articles of association), and a list of its directors and company secretary. These documents must be in English or accompanied by a certified English translation.

Once the Companies Registry approves the application, it issues a certificate of registration. The company is then a registered non-Hong Kong company. It must maintain its statutory records in Hong Kong, including a register of members, a register of directors and company secretary, and a register of charges.

Form NN1 Hong Kong Registration

Form NN1 is the primary application form. It is filed with the Companies Registry and must be signed by an authorised representative of the company. The form captures the company’s name, its place of incorporation, its registered office address in its home jurisdiction, and the date of its establishment.

The company must provide a Hong Kong address for service of documents. This must be a physical address in Hong Kong, not a post office box. The company must maintain this address as its registered address in Hong Kong for as long as it remains registered.

Form NN1 must be accompanied by the prescribed registration fee. The fee is set by the Companies Registry and is payable at the time of filing. Check the current fee schedule on the Companies Registry website before submitting the application.

Non-Hong Kong Company Annual Return NN3

Once registered, a non-Hong Kong company must file an annual return each year on Form NN3. This form updates the Companies Registry with the company’s current details: its registered address in Hong Kong, its directors and company secretary, its share capital, and its place of incorporation.

Form NN3 must be filed within 42 days after the anniversary of the company’s registration in Hong Kong. The filing is accompanied by an annual return fee. Late filing incurs a higher fee and may lead to prosecution.

The annual return must include a copy of the company’s financial statements for the period ending on its annual return date. Prepare these financial statements in accordance with the accounting standards of the company’s place of incorporation. If those standards are not equivalent to Hong Kong Financial Reporting Standards, the company must prepare a reconciliation statement.

Authorised Representative Requirement

Every registered non-Hong Kong company must have at least one authorised representative in Hong Kong. The authorised representative is an individual resident in Hong Kong or a Hong Kong company authorised to accept service of documents and notices on behalf of the non-Hong Kong company.

The authorised representative’s details are recorded on Form NN1 at the time of registration. If the authorised representative changes, file Form NN9 to notify the Companies Registry of the change of address or authorised representative.

The authorised representative is responsible for ensuring that the company complies with its obligations under Part16 of Cap.622, including the filing of annual returns and change notifications. Maintain a current record of the authorised representative at the company’s registered address in Hong Kong.

Change of Director Form NN6

If a registered non-Hong Kong company changes its directors or company secretary, it must notify the Companies Registry within15 days of the change. The notification is made on Form NN6. This form reports the appointment, resignation, or change of particulars of a director or company secretary.

Form NN6 requires the full name, address, and identification details of the new director or company secretary, as well as the date of the change. The form must be signed by an authorised representative of the company.

Change of Address Form NN9

A registered non-Hong Kong company must notify the Companies Registry of any change to its registered address in Hong Kong or any change to its authorised representative. The notification is made on Form NN9.

File Form NN9 within15 days of the change. The form requires the old address and the new address, or the details of the new authorised representative. The registered address in Hong Kong must always be a physical address where documents can be served.

Ongoing Compliance Obligations

Beyond the annual return and change notifications, a registered non-Hong Kong company must maintain its statutory records in Hong Kong. These records include the register of members, the register of directors and company secretary, the register of charges, and copies of the company’s constitutional documents.

Display the company’s name and place of incorporation at its registered address in Hong Kong. If the company uses a business name that differs from its registered name, display that name as well.

The Inland Revenue Department requires the company to file a profits tax return each year. Renew the business registration certificate annually by paying the prescribed fee to the Inland Revenue Department.

Registration Fee and Certificate of Registration

The registration fee for a non-Hong Kong company is payable at the time of filing Form NN1. The fee is set by the Companies Registry and is subject to change. Check the current fee schedule on the Companies Registry website before submitting the application.

Once the Companies Registry approves the application, it issues a certificate of registration. This certificate confirms that the company is registered under Part16 of Cap.622 and is authorised to carry on business in Hong Kong. Display the certificate of registration at the company’s registered address in Hong Kong.

Place of Business and Branch Registration

A non-Hong Kong company that establishes a place of business in Hong Kong must register under Part 16. A place of business includes a branch office, a representative office that carries on business, or any other physical location where the company conducts its activities.

The registration is known as branch registration, although the term “branch” is not used in the Companies Ordinance. The registered non-Hong Kong company is a branch of its foreign parent , the same legal entity. The parent is liable for the obligations of the branch.

Inland Revenue Department and Business Registration Certificate

The Inland Revenue Department requires every person carrying on business in Hong Kong to hold a valid business registration certificate. For a non-Hong Kong company, obtain this certificate by filing Form IRBR2 together with Form NN1.

Renew the business registration certificate annually. The renewal fee is payable to the Inland Revenue Department. Display the certificate at the company’s registered address in Hong Kong.

Statutory Records and Hong Kong Address

A registered non-Hong Kong company must maintain its statutory records in Hong Kong. These records include the register of members, the register of directors and company secretary, the register of charges, and copies of the company’s constitutional documents.

The company must also maintain a Hong Kong address for service of documents. This address must be a physical address, not a post office box. Notify the Companies Registry of any change to this address using Form NN9.

Companies Registry and Cap 622

The Companies Registry administers the registration of non-Hong Kong companies under Part16 of the Companies Ordinance (Cap.622). The registry maintains a public register of all registered non-Hong Kong companies. That register includes the company’s name, place of incorporation, registered address in Hong Kong, and details of its directors and company secretary.

The registry also maintains the annual returns and change notifications filed by registered non-Hong Kong companies. These documents are available for public inspection on the Companies Registry’s online search platform.

Overseas Company Registration

A non-Hong Kong company is also referred to as an overseas company in the context of Part16 registration. The registration process applies to any company incorporated outside Hong Kong that establishes a place of business in Hong Kong, regardless of its place of incorporation.

Provide a certified copy of the company’s certificate of incorporation from its place of incorporation, along with a certified copy of its constitutional documents. These documents must be in English or accompanied by a certified English translation.

Summary of Key Forms and Deadlines

Prepare the required forms and supporting documents correctly, and the registration of a non-Hong Kong company under Part16 is straightforward. Maintain statutory records in Hong Kong. File the annual return and change notifications on time. Penalties and prosecution follow late filings.