Registering Non-HK Companies
When a non-Hong Kong company establishes a place of business in Hong Kong, it's required to register as a "registered non-Hong Kong company" with the Companies Registry. Here's a breakdown of key information:
Key Requirements:
Registration Timeline:
Registration must occur within one month of establishing a place of business in Hong Kong.
Required Documents:
Completed Form NN1 (application form).
Certified copy of the company's constitutional documents (e.g., memorandum and articles of association).
Certified copy of the company's certificate of incorporation (or equivalent).
Certified copy of the company's latest published accounts.
Notice to Business Registration Office (IRBR2).
Authorized Representative:
A non-Hong Kong company must maintain an authorized representative in Hong Kong.
Business Registration:
In addition to the Companies Registry, business registration with the Inland Revenue Department is also required.
Company Identification:
Starting from 27 December 2023, the company number was replaced by the business registration number (BRN) (i.e. the first 8 digits of the Business Registration Certificate number) issued by the Business Registration Office of the Inland Revenue Department.
Where to apply:
Applications can be made through the Registry's “e-Services Portal”.
Step 1 – Deliver documents
When dealing with the "Step 1 – Deliver documents" aspect of registering a non-Hong Kong company, it's crucial to understand the specific documents required and how they should be prepared. Here's a more detailed breakdown:
Key Document Requirements:
Form NN1 (Application for Registration as Registered Non-Hong Kong Company):
This is the primary application form. It requires detailed information about the company, its officers, and its Hong Kong operations.
Certified Copy of Constitutional Documents:
This refers to the company's governing documents, such as its memorandum and articles of association, or equivalent documents.
"Certified copy" is very important. This generally means the copy must be attested by a recognized professional, such as a notary public, solicitor, or company officer.
Certified Copy of Certificate of Incorporation (or Equivalent):
This document proves the company's legal existence in its home jurisdiction.
Again, certification is necessary.
Certified Copy of Latest Published Accounts:
This provides evidence of the company's financial standing.
The "latest" accounts usually refer to the most recently audited financial statements.
Notice to Business Registration Office (IRBR2):
This form notifies the Inland Revenue Department of the company's intention to conduct business in Hong Kong.
Translations:
If any of the required documents are not in English or Chinese, certified translations must be provided.
Important Considerations:
Certification:
Pay close attention to the requirements for document certification. The Companies Registry has specific guidelines.
Accuracy:
Ensure all information provided is accurate and consistent across all documents.
Electronic vs. Hard Copy:
The Companies Registry promotes electronic submissions through its "e-Services Portal." Be aware of any differences in requirements or fees between electronic and hard copy submissions.
Where to deliver:
The primary place for document delivery, whether electronic or in person, is the Companies Registry.
Key Considerations for Document Certification:
Who Can Certify:
The Companies Registry may accept certifications from various professionals, including:
Notary publics.
Solicitors.
Certified public accountants.
In some cases, authorized officers of the company itself.
Certification Wording:
The certification must include specific wording to confirm that the copy is a true and accurate representation of the original.
Specific Document Requirements:
The certification requirements may vary depending on the type of document being submitted. For example, the requirements for certifying constitutional documents may differ from those for certifying financial statements.
Translations:
If documents are in a language other than English or Chinese, certified translations must be provided. The certification of translations also has its own set of rules.
Companies Ordinance:
The companies ordinance is the final word on what is and is not allowed. So it is very important to check the ordinance itself.
By carefully preparing and delivering these documents, you can ensure a smoother registration process.
Step 2 – Collect certificates
When it comes to "Step 2 – Collect certificates" in the context of registering a non-Hong Kong company in Hong Kong, it's important to understand what certificates are involved and how to obtain them. Here's a breakdown:
Key Certificates:
Certificate of Registration of Non-Hong Kong Company:
This certificate is issued by the Companies Registry upon successful registration. It confirms that the non-Hong Kong company is officially registered to conduct business in Hong Kong.
Business Registration Certificate:
This certificate is issued by the Inland Revenue Department. It's essential for conducting business legally in Hong Kong and is tied to the company's business registration number (BRN).
Collection Process:
Mode of Delivery:
The certificates can be issued in either electronic or hard copy form, depending on how the application was submitted.
If the application was submitted electronically through the Companies Registry's "e-Services Portal," the certificates may be available for download.
If the application was submitted in hard copy, the certificates may need to be collected in person.
Collection Procedures:
The Companies Registry may require the presentation of a "Notification of Collection of Certificate(s)" and identification documents.
If someone other than the authorized representative is collecting the certificates, a written authorization may be required.
Business Registration Number(BRN):
It is very important to remember that the Business registration number (BRN) is now the company identification number.
Important Notes:
Always refer to the official communications from the Companies Registry for specific instructions on certificate collection.
Ensure that you have the necessary identification and authorization documents.
Keep the certificates in a safe and accessible location, as they are essential for conducting business in Hong Kong.
By following these guidelines, you can ensure a smooth process for collecting your company's registration certificates.
For details, please refer to the following information:
Registration of a Non-Hong Kong Company
When a company incorporated outside of Hong Kong establishes a "place of business" within Hong Kong, it's legally obligated to register as a "registered non-Hong Kong company" with the Companies Registry. Here's a concise overview of the key aspects:
Key Points:
Legal Requirement:
This registration is mandated by the Companies Ordinance.
Timeline:
Registration must occur within one month of establishing a place of business in Hong Kong.
Essential Documents:
Form NN1 (application form).
Certified copies of the company's constitutional documents.
Certified copy of the certificate of incorporation.
Certified copy of the latest published accounts.
Notice to Business Registration Office (IRBR2).
Authorized Representative:
The company must appoint an authorized representative residing in Hong Kong.
Business Registration:
Registration with the Inland Revenue Department is also a mandatory step.
Company Identification:
The Business Registration Number (BRN) is now the company identification number.
Where to Apply:
Applications can be processed through the Companies Registry's "e-Services Portal."
By adhering to these requirements, non-Hong Kong companies can ensure they are operating legally within Hong Kong.
Price Guide To Main Services
Navigating the costs of registering and maintaining a non-Hong Kong company in Hong Kong involves understanding both government fees and potential service fees from professional firms. Here's a general price guide based on available information:
Key Cost Components:
Companies Registry Fees:
These fees are for the official registration of the non-Hong Kong company. The fees can slightly differ depending on electronic or hard copy submissions.
Check the Companies Registry official web site for the fee amounts.
Business Registration Fees:
These fees are paid to the Inland Revenue Department for the Business Registration Certificate. These fees are subject to change based on government policies.
Professional Service Fees:
These fees vary depending on the service provider and the scope of services. They may include:
Document preparation and certification.
Authorized representative services.
Company secretarial services.
Accounting and tax services.
Annual Maintenance Costs:
These costs include:
Annual return filing fees.
Business registration certificate renewal.
Accounting and tax filing fees.
Registered office and authorized representative fees.
General Cost Considerations:
Government Fees:
Check the official websites of the Companies Registry and the Inland Revenue Department for the fee schedules.
Service Provider Variations:
Prices for professional services can vary significantly.
Ongoing Compliance:
Remember that ongoing compliance with Hong Kong regulations will incur recurring costs.
By carefully researching and planning for these costs, you can ensure a smooth and compliant registration and maintenance process for your non-Hong Kong company in Hong Kong.
Business Registration Fee and Levy Table
Understanding the Business Registration Fee and Levy in Hong Kong is crucial for anyone setting up a business there. Here's a breakdown of the key points:
Key Points:
Mandatory Requirement:
All businesses operating in Hong Kong must register with the Business Registration Office of the Inland Revenue Department (IRD).
Business Registration Fee:
As of April 1, 2024, the one-year Business Registration fee is HK$2,200.
There is also the option of a three-year business registration.
Levy:
It is important to note that the levy that contributed to the Protection of Wages on Insolvency Fund has been temporarily waived for two years, starting from April 1, 2024.
Certificate:
Upon registration, businesses receive a Business Registration Certificate, which must be displayed at their place of business.
Business Registration Number (BRN):
It is very important to remember that the Business registration number (BRN) is now the company identification number.
Frequently Asked Questions
Non-Hong Kong Companies > Registration
When dealing with the registration of non-Hong Kong companies, it's natural to have questions. Here's a summary of frequently asked questions:
Key FAQ Areas:
When is registration required?
A non-Hong Kong company must register within one month of establishing a "place of business" in Hong Kong.
What documents are needed?
Key documents include:
Form NN1 (application).
Certified copies of constitutional documents.
Certified copy of certificate of incorporation.
Certified copy of latest published accounts.
Notice to Business Registration Office (IRBR2).
What about document translations?
If documents are not in English or Chinese, certified translations are required. Rules vary slightly between the constitutional documents, and the certificate of incorporation. So checking the companies registry website is very important.
How should documents be certified?
Certification must comply with the Companies Ordinance. Refer to the official legislation for precise requirements.
What are the fees involved?
Fees are payable to the Companies Registry and the Inland Revenue Department (Business Registration). Check the official government websites for the fee schedules.
What is the Business Registration Number (BRN)?
The BRN is the Business Registration Number, that is issued by the Inland Revenue Department. It is now the company identification number.
By consulting these official resources, you can ensure you have accurate and up-to-date information.
Corporate Name of a Registered Non-Hong Kong Company
When dealing with the corporate name of a registered non-Hong Kong company in Hong Kong, there are some specific rules and considerations. Here's a breakdown of frequently asked questions:
Key Points:
"Domestic Name" vs. "Corporate Name":
"Domestic name" refers to the company's name in its place of incorporation.
"Corporate name" is the name registered in the Companies Register of Hong Kong, which can be the domestic name or a translation.
Language Requirements:
Generally, if the domestic name is in Latin characters or Chinese, that name will be registered.
If the domestic name is in another language, a certified translation in English or Chinese is required.
Registration of Translations:
A non-Hong Kong company can register a certified translation of its domestic name in English or Chinese.
There are rules regarding registering additional names in either language, so it is important to check the companies registry website.
Changes to Corporate Names:
There are specific procedures for changing a company's corporate name, which involve delivering relevant documents to the Companies Registry.
By understanding these points, non-Hong Kong companies can ensure they comply with Hong Kong's corporate name regulations.
Key Official Sources for Non-Hong Kong Company Registration:
Companies Registry of Hong Kong:
This is the primary and authoritative source for all regulations, procedures, and fees related to the registration and maintenance of non-Hong Kong companies. Their website offers:
Up-to-date guidelines and instructions.
Detailed FAQs.
Official forms and application procedures.
Information on corporate name requirements and document certification.
Inland Revenue Department (IRD):
For all matters concerning business registration, including:
Business registration fees and levies.
Business Registration Certificate requirements.
Tax obligations.
How Bestar can Help
How to Register a New Non-Hong Kong Company - Cr.gov.hk
Bestar plays a vital role in assisting non-Hong Kong companies navigating the complexities of establishing and maintaining a presence in Hong Kong. Here's a breakdown of how we can help:
Key Services Provided:
Registration Assistance:
We can guide companies through the entire registration process, ensuring compliance with all legal requirements.
This includes preparing and filing necessary documents with the Companies Registry and the Inland Revenue Department.
We can help with the crucial task of document certification, ensuring that it is done correctly.
Company Secretarial Services:
Acting as the company secretary, we handle statutory compliance matters, such as filing annual returns and maintaining company records.
We ensure that the company adheres to all relevant regulations and deadlines.
Authorized Representative Services:
We can provide authorized representative services, which is a requirement for non-Hong Kong companies operating in Hong Kong.
Accounting and Tax Services:
We offer accounting and bookkeeping services, ensuring accurate financial records.
We handle tax filings and ensure compliance with Hong Kong's tax laws.
We can provide advice on tax planning and optimization.
Document Preparation and Certification:
A very important role we play is the accurate preparation, and the correct certification of all required documents. This is a very important part of the process, and mistakes can cause delays.
Compliance and Regulatory Guidance:
We provide ongoing guidance on changes in regulations and ensure that the company remains compliant.
This helps companies avoid penalties and maintain good standing.
Bank Account Opening Assistance:
We can provide assistance with the often complex task of opening corporate bank accounts in Hong Kong.
Benefits of Using Professional Services:
Expertise and Knowledge:
We possess in-depth knowledge of Hong Kong's company laws and regulations.
Efficiency and Accuracy:
We streamline the registration process and minimize the risk of errors.
Time Savings:
We free up companies to focus on their core business activities.
Risk Mitigation:
We help companies avoid legal and financial penalties.
In essence, Bestar acts as invaluable partners, ensuring that non-Hong Kong companies can establish and operate smoothly in Hong Kong.
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