What a registered non-Hong Kong company is

What Is a Registered Non-Hong Kong Company?

A registered non-Hong Kong company is a company incorporated outside Hong Kong that has established a place of business in the territory and registered under Part 16 of the Companies Ordinance (Cap. 622). It is not a separate legal entity but the same foreign company operating through a Hong Kong presence. The registration distinguishes it from a Hong Kong-incorporated subsidiary, which is a distinct legal person with its own liability.

Part 16 Hong Kong Companies Ordinance

Part 16 of the Companies Ordinance (Cap. 622) sets out the registration and ongoing compliance obligations for foreign companies operating in Hong Kong. A company that falls within the scope of Part 16 must apply for registration before it carries on business. The Registrar of Companies maintains a separate register for these entities, distinct from the register of Hong Kong-incorporated companies.

Form NN1 Hong Kong

Apply to register as a non-Hong Kong company on Form NN1 (Application for Registration as a Registered Non-Hong Kong Company). Submit the form to the Companies Registry together with Form IRBR2, the notice to the of the Inland Revenue Department. Certified copies of the company's constitutional documents and certificate of incorporation from its place of origin must accompany the application.

Foreign Company Branch Hong Kong

A registered non-Hong Kong company operates as a branch of its foreign parent. The branch is the same legal entity as the parent, meaning the parent is liable for all obligations arising from the branch's activities. This differs from a subsidiary, which is a separate Hong Kong company containing liability within its own structure. The branch must file an annual return on Form NN3.

Hong Kong Authorised Representative

Every registered non-Hong Kong company must have at least one authorised representative resident in Hong Kong. The representative is the contact point for official correspondence and service of legal documents. Changes of the authorised representative are reported on Form NN6 (Return of Change of Company Secretary and Director). The representative ensures the company meets its filing obligations to the Companies Registry.