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Corporate Service - Hong Kong

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Registration of a Non-Hong Kong Company and Reporting Changes

Answer
Q:
When is an oversea company required to register in Hong Kong, what are the requisite documents to be delivered for registration and what fees should be paid?
A:
Under section 776 of the Companies Ordinance, an oversea company (foreign company) is required to registered as a non-Hong Kong company within one month of the establishment of a place of business in Hong Kong and deliver the following documents to the Companies Registry:

  • A specific application form stating the address of the principal place of business, particulars of directors, secretaries and authorized representatives in Hong Kong, etc.;
  • A certified copy of the company's Certificate of Incorporation (or its equivalent);
  • A certified copy of the Memorandum and Articles of Association (or its equivalent); and
  • A certified copy of the company's latest accounts (if the company account could be inspected by public)

The requisite fees include an application fee of HK$1,720 and the first year business registration fee of HK$2,250.

Q:
How should copies of the documents submitted be certified?
A:
The documents should be certified pursuant to Section 775 of the Companies Ordinance, it be certified by:

  • An officer of the non-Hong Kong company;
  • An authorized representative of the non-Hong Kong company; 
  • If the copy of document is certified in the place of incorporation of the parent company, it could be certified by the official government of that place to whose custody the original of the document is committed, a practising notary public, a practising lawyer, a practising professional accountant, a practising professional company secretary or an officer of the court; or
  • If the copy of documents is certified in Hong Kong, it could be certified by a practising notary public, a practising solicitor, a practising certified public accountant, a practising professional company secretary, an officer of the court or consular officer of the company’s place of incorporation.

Q:
If the documents are not in English or Chinese, how should the translation of documents submitted be certified?
A:
The translation should be certified pursuant to Section 4 of the Companies Ordinance. The translation should be certified as correct by the translator and the following person certifies that he belief the translator is competent in translating the document into English or Chinese.

  • A notary public, a solicitor practising, a certified public accountant practising, a professional company secretary practising or consular officer if in Hong Kong;
  • A notary public, a lawyer practising, a professional accountant practising or an officer of the court if outside Hong Kong.

Q:
Who can act as the authorized representative of non-Hong Kong company?
A:
The following persons/corporations can act as the authorized representative:

  • A person resident in Hong Kong; 
  • A firm of solicitors or certified public accountants (Practising) having a place of business in Hong Kong;
  • A solicitor corporation within the meaning of section 2(1) of the Legal Practitioners Ordinance (Cap. 159); or
  • A corporate practice within the meaning of section 2(1) of the Professional Accountants Ordinance (Cap. 50).

Q: How can I report the change of director or company secretary of a Non-Hong Kong company?
A:
A specified form NN6 has to be submitted to report the changes within 1 month.

Q:
How can I report the change in the principal place of business in Hong Kong, registered office or principal place of business in the place of incorporation of a non-Hong Kong company?
A:
A specified form NN9 has to be submitted to report the changes within 1 month.

Q: How can I report the change of the Hong Kong authorized representative of a non-Hong Kong company?
A:
A specified form NN8 has to be submitted to report the changes within 1 month.

Q:
How can I report the change of name of a non-Hong Kong company?
A:
A specified form NN10 has to be submitted with supporting documents within 1 month such as the Certificate of Change of Name, Commercial Register or Resolutions etc. to evidence the former and the new company names and the effective date of the change of name. A fee of HK$1,425 has to be paid and Companies Registry will issue a certificate named “Certificate of Registration of Alteration of Name of Registered Non-Hong Kong Company”.

Q:
What is the statutory time limit for filing an annual return and the accounts of a Non-Hong Kong company? How much for the filing fee?
A:
Every Non-Hong Kong company is required to deliver to the Companies Registry, within 42 days after its anniversary registration date every year, an annual return (Form NN3) signed by a director, the secretary or an authorized representative in Hong Kong and a certified copy of the accounts of the parent company (if the company account could be inspected by public) with a filing fee of HK$180.

Q:
What document should be delivered for registration to report the cessation of place of business in Hong Kong of a Non-Hong Kong company? What is the filing fee?
A:
A specified form NN13 has to be submitted to report the changes within 7 days after ceased the place of business in Hong Kong.

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