What is a non-Hong Kong company under Hong Kong law?

Non-Hong Kong Company Registration Requirements

A non-Hong kong company is a body corporate incorporated outside Hong Kong that establishes a place of business within the territory. It must register under Part 16 of the Companies Ordinance (Cap. 622) before carrying on business from a Hong Kong address.

Registered Non-Hong Kong Company

Once registered, the entity becomes a registered non-Hong Kong company. It remains the same legal person as its foreign parent. The parent stays liable for all obligations incurred through the Hong Kong operation. This structure differs from a subsidiary, which is a separate Hong Kong incorporated company with its own legal personality.

Part 16 Registration Hong Kong

Part 16 registration Hong Kong requires filing Form NN1 with the Companies Registry and Form IRBR2 for business registration with the Inland Revenue Department. The application must include a certified copy of the company’s certificate of incorporation, its constitutional documents, and a list of directors and secretary.

Foreign Company Hong Kong Branch

A foreign company that registers a place of business operates as a foreign company Hong Kong branch. The branch is not a separate entity and cannot limit the parent’s liability. It may trade and contract in its own name, but all contracts bind the foreign parent directly.

Hong Kong Authorised Representative

Every registered non-Hong Kong company must appoint at least one hong kong authorised representative. The representative must be a natural person ordinarily resident in Hong Kong or a body corporate with a registered office in Hong Kong. This representative is the company’s point of contact for the Companies Registry and is responsible for receiving legal documents and notices.

Ongoing Obligations

A registered non-Hong Kong company must file an annual return on Form NN3 each year. Report director or company secretary changes on Form NN6 and address changes on Form NN9. The company must maintain a registered office address in Hong Kong and comply with the same audit and tax filing requirements as a local company. Failure to file the annual return or maintain an authorised representative may result in the Registrar striking the company off the register under Cap. 622.