Form NN1 Non-Hong Kong Company Registration Hong Kong: Requirements and Filing Steps

Form NN1 Non-Hong Kong Company Registration Hong Kong

Required Documents and Information for Form NN1

A foreign company establishing a place of business in Hong Kong files Form NN1 non-Hong Kong company registration Hong Kong with the Companies Registry under Part 16 of the Companies Ordinance (Cap. 622). Approval records the company as a registered non-Hong Kong company. File the form together with IRBR2 , the notice to the of the Inland Revenue Department , so the company obtains a Business Registration Certificate at the same time.

Form NN1 requires the company’s name, its proposed registered office address in Hong Kong, and the full particulars of every director and the company secretary. The registered office must be a physical address. A post office box is not acceptable. The company must also appoint an authorised representative: a person resident in Hong Kong authorised to accept service of process and notices on the company’s behalf. State that representative’s particulars, including a Hong Kong residential or business address, in the form.

Certified True Copies and Constitutional Documents

Every application under Form NN1 must be accompanied by certified copies of documents from the company’s place of incorporation. The list:

• A certified true copy of the company’s certificate of incorporation, or equivalent document evidencing its existence as a body corporate.
• A certified true copy of the company’s constitutional documents , its memorandum and articles of association, or the equivalent governing instrument.
• A certified true copy of its register of directors.
• A certified true copy of its register of secretaries, if applicable.
• A certified true copy of its register of members or a statement of its shareholders.

A notary public, a solicitor, or a similar qualified person in the jurisdiction of incorporation must certify these copies as true. If the documents are not in English or Chinese, provide a certified translation.

The Companies Registry reviews the documents to ensure the company’s name is not the same as or too similar to an existing Hong Kong company or registered non-Hong Kong company. An objectionable name may trigger a requirement to change it before the Registry proceeds.

NN1 Filing Fee Hong Kong

The NN1 filing fee Hong Kong is HK$1,945. That covers the initial registration and the issue of a Certificate of Registration. The fee is subject to change; confirm the current amount on the Companies Registry’s specified forms index before submitting.

The accompanying IRBR2 notice attracts a separate fee for the Business Registration Certificate. The charges an annual fee of HK$2,150. Pay both fees together when lodging the application.

Submit electronically through the Companies Registry’s e-Services portal or by paper. Electronic filing generally means faster processing and lower fees for certain transactions, but the registration fee for NN1 remains the same regardless of channel.

Register Non-Hong Kong Company Hong Kong

Part 16 of Cap. 622 governs the process to register non-Hong Kong company Hong Kong. It applies to any body corporate incorporated outside Hong Kong that establishes a place of business in Hong Kong. “Place of business” includes a share transfer or share registration office, a branch office, a representative office, or any other premises from which the company carries on business.

Once registered, the company is a “registered non-Hong Kong company”. Ongoing reporting obligations under Part 16 apply. File an annual return (Form NN3) within 42 days after each anniversary of registration. The annual return must include a copy of the company’s financial statements for its most recent financial year, prepared in accordance with the accounting standards of its place of incorporation and audited if the law of that place requires it.

Maintain a registered office in Hong Kong at all times. Notify the Registry of any change to the registered address using Form NN9. Report any change in the particulars of a director or company secretary on Form NN6.

Branch versus Subsidiary for Tax Purposes

A registered non-Hong Kong company is, for legal purposes, a branch of the foreign entity. It is not a separate legal person. A subsidiary is a separate Hong Kong company incorporated under Cap. 622. The distinction matters for tax.

A branch is taxed on profits attributable to its Hong Kong operations, calculated under the same rules as those for a Hong Kong resident company , the Profits Tax rate for corporations is 16.5%. The branch’s worldwide assets and liabilities remain with the foreign parent. The branch itself cannot distribute dividends the way a subsidiary can. A subsidiary, as a separate legal entity, can retain profits and pay dividends to its shareholders. That may offer more tax planning flexibility depending on the parent company’s jurisdiction.

Seek professional advice on the tax implications in both Hong Kong and the home jurisdiction before deciding which structure to adopt.

Part 16 Registration Hong Kong

Registration under Part 16 registration Hong Kong is governed by sections 775 to 789 of the Companies Ordinance (Cap. 622). The table below summarises the key requirements.

The Companies Registry issues a Certificate of Registration once the application is approved. Display the company’s name and place of incorporation at its registered office and at any other place of business in Hong Kong.

A registered non-Hong Kong company may maintain a branch register of members in Hong Kong. The principal register remains at the company’s place of incorporation. Keep the branch register at the registered office or at another place notified to the Registry using Form NR4.

Download the forms, including NN1 and IRBR2, from the Companies Registry’s specified forms index. The Registry revises forms periodically. Always check the current version before filing.