Form IRBR2: Notice to Business Registration Office for a Non-Hong Kong Company

Form IRBR2 Hong Kong Business Registration Non-Hong Kong Company

Form IRBR2 is the notice a non-Hong Kong company files with the Inland Revenue Department’s when it first registers under Part 16 of the Companies Ordinance (Cap. 622). It is the business registration counterpart to Form NN1, filed with the Companies Registry. A non-Hong Kong company cannot complete its registration in Hong Kong without submitting both.

The Requirement to File IRBR2

A non-Hong Kong company establishing a place of business in Hong Kong must apply for registration under Part 16 of the Companies Ordinance (Cap. 622) using Form NN1. At the same time, the company must file Form IRBR2 with the to obtain a Business Registration Certificate. The Inland Revenue Department administers business registration under the Business Registration Ordinance (Cap. 310).

File within one month of the company’s registration under Part 16. The will not issue a BRC until it receives a properly completed IRBR2 with the correct fee.

Hong Kong Business Registration Non-Hong Kong Company IRBR2

The form requires the non-Hong Kong company to provide its registered name, the name under which it proposes to operate in Hong Kong, its principal place of business in Hong Kong, and the address of its registered office outside Hong Kong. The company must also state its place of incorporation, the date of its incorporation, and the date it established a place of business in Hong Kong.

The company must declare the nature of its business in Hong Kong and confirm that it has complied with the registration requirements of Part 16 of the Companies Ordinance (Cap. 622). A director, the company secretary, or an authorised representative of the non-Hong Kong company must sign the form.

IRBR2 Form Inland Revenue

The IRBR2 form is an Inland Revenue Department form, not a Companies Registry form. The part of the Inland Revenue Department, processes it. The department’s Business Tax Portal provides information about business registration procedures. IRBR2 itself is filed on paper with the .

The Inland Revenue Department uses the information on IRBR2 to issue the BRC and to register the non-Hong Kong company for profits tax purposes. After registration, the company receives a BRC. Display it at the principal place of business in Hong Kong. The company will also begin receiving profits tax returns, starting with Form BIR51 for corporations.

Non-Hong Kong Company Business Registration Hong Kong

A non-Hong Kong company that registers in Hong Kong must obtain business registration separately from its Companies Registry registration. The requires the company to file IRBR2 and pay the prescribed registration fee and levy. The fee structure for non-Hong Kong companies is the same as for local companies.

The current registration fee for a BRC is HK$2,150 for one year or HK$5,260 for three years. A levy of HK$250 per year is also payable. The company may choose the one-year or three-year validity period. If the company chooses the three-year option, it pays the fee and levy for three years at the time of filing.

Attach to IRBR2 a certified true copy of the company’s certificate of incorporation or registration from its place of incorporation. The also requires a certified true copy of the company’s constitutional documents, such as its memorandum and articles of association or equivalent.

Contrast with IRBR1 for Local Companies

Form IRBR1 serves the same purpose as IRBR2 but for local companies. A Hong Kong company files IRBR1 together with its incorporation forms NNC1 or NNC1G. The local company files IRBR1 at the time of incorporation, not after. The non-Hong Kong company files IRBR2 after it has already been registered under Part 16.

The information required on IRBR1 and IRBR2 is similar. IRBR2 asks for additional details about the company’s place of incorporation and its registered office outside Hong Kong. The supporting documents also differ. IRBR2 requires certified copies of the foreign registration certificate and constitutional documents. IRBR1 requires only the incorporation forms.

Fee and Levy Structure

The Business Registration Ordinance (Cap. 310) sets the fees and levies for business registration. The non-Hong Kong company must pay the following at the time of filing IRBR2:

• Registration fee: HK$2,150 for one year or HK$5,260 for three years
• Levy: HK$250 per year

The total payable for a one-year BRC is HK$2,400. For a three-year BRC, the total is HK$5,760. Confirm the current fee schedule on the Inland Revenue Department website before filing, as fees may change.

Supporting Documents Required

The non-Hong Kong company must attach to IRBR2 a certified true copy of its certificate of incorporation or registration from its place of incorporation. The certificate must show the company’s name, date of incorporation, and the jurisdiction under which it was incorporated.

The company must also attach a certified true copy of its constitutional documents. These documents must be in English or accompanied by a certified English translation. The may request additional documents if the submitted copies are unclear or incomplete.

Consequences of Non-Filing

A non-Hong Kong company that fails to file IRBR2 and obtain a BRC within one month of its Part 16 registration may face penalties. The may impose a late filing fee. Without a valid BRC, the company may be unable to open a bank account, enter into contracts, or conduct business in Hong Kong.

Operating without a BRC exposes the company to prosecution under the Business Registration Ordinance (Cap. 310). The court may impose a fine. The company may also be required to pay the outstanding registration fees and penalties.

Renewal and Ongoing Obligations

After the initial registration, the non-Hong Kong company must renew its BRC annually or every three years, depending on the option chosen. The sends a renewal notice before the expiry date. Pay the renewal fee and levy by the due date to avoid late payment charges.

The non-Hong Kong company must also file an annual return with the Companies Registry using Form NN3. The annual return must be filed within 42 days after the anniversary of the company’s registration under Part 16. The registration fee for NN3 is HK$105 for on-time filing. Late delivery incurs higher fees.

Where to Obtain and File IRBR2

The Inland Revenue Department provides Form IRBR2 on its forms index page. Download the current version from the department’s website, as the form may be revised. Submit the completed form, together with the supporting documents and fee, to the .

The accepts paper filing. The company may submit the form in person, by post, or through an authorised representative. The office will issue the BRC after processing the application. Retain the BRC. Display it at the company’s principal place of business in Hong Kong.