A foreign company can conduct business in Hong Kong through setting up a branch in Hong Kong.
Setting up a branch in Hong Kong is a relatively straightforward process, but there are a few key steps that need to be followed. Here is a general overview of the process:
Choose a name for your branch. The name of your branch must be the same as the company’s domestic name. “Domestic Name” means the name or names by which a non-Hong Kong company is registered in its place of incorporation. If none of the company’s domestic names is in characters of the Latin alphabet or in Chinese, the company has to provide a certified translation of one of its domestic name(s) in English or Chinese, or both.
Appoint a local representative. You must appoint a local representative who is a resident of Hong Kong. This person will be responsible for accepting legal documents on behalf of your company, and managing your branch office on a day-to-day basis.
Obtain a business registration certificate. You must apply for a business registration certificate from the Inland Revenue Department (IRD). This certificate will allow you to operate your business in Hong Kong and pay taxes.
Obtain any necessary licenses or permits. Depending on the nature of your business, you may need to obtain additional licenses or permits from the government. For example, if you plan to sell alcohol, you will need to obtain a liquor license from the LLB.
Open a bank account. You will need to open a bank account in Hong Kong for your branch. This will allow you to receive payments and make payments for your business.
Once you have completed all of these steps, your branch will be officially registered in Hong Kong. You will then be able to start operating your business in the city.
Here are some additional tips for setting up a branch in Hong Kong:
Be prepared to provide documentation. The registration process will require you to provide a variety of documentation, such as the parent company's certificate of incorporation, the list of directors and shareholders, the statement of the principal place of business, the local representative's identification documents, and the business registration certificate.
Setting up a branch in Hong Kong can be a great way to expand your business into the Asian market. By following these steps, you can ensure that the process is smooth and efficient.
Why Set Up a Branch in Hong Kong
There are many reasons why a foreign company might want to set up a branch in Hong Kong. Here are some of the most common reasons:
Access to the Asian market. Hong Kong is a major financial and trading hub in Asia, and it has a free trade agreement with mainland China. This makes it a great place to set up a branch if you want to access the Asian market.
Favorable tax regime. Hong Kong has a very favorable tax regime for businesses. The corporate tax rate is only 16.5%, and there are no withholding taxes on dividends or interest payments.
Easy to do business. Hong Kong is known for its efficient and transparent business environment. The government is generally supportive of businesses, and there are few regulations to comply with.
Highly skilled workforce. Hong Kong has a highly skilled workforce, with a strong emphasis on English. This makes it easy to find qualified employees to staff your branch.
Of course, there are also some challenges to setting up a branch in Hong Kong. These include the high cost of living, the limited availability of office space, and the complex regulatory environment. However, the benefits of setting up a branch in Hong Kong generally outweigh the challenges.
Here are some additional benefits of setting up a branch in Hong Kong:
Strong legal system. Hong Kong has a strong legal system that is based on English common law. This provides businesses with a high degree of certainty and predictability.
Convenient location. Hong Kong is located in a strategic location at the crossroads of Asia. This makes it easy to reach customers and suppliers in the region.
Positive business climate. Hong Kong has a positive business climate and is generally supportive of businesses. The government is committed to creating a business-friendly environment.
If you are considering expanding your business into Asia, setting up a branch in Hong Kong is a great option. The city offers a number of advantages that can help your business succeed.
Documents Required to be Delivered for Registration of Foreign Company
The following documents are required to be delivered to the Companies Registry for the registration of a foreign company in Hong Kong:
Form NN1 “Application for Registration as Registered Non-Hong Kong Company”: The completed form must include the following information:
The domestic name of the foreign company
The address of the registered office of the foreign company in the place of incorporation
The date on which the foreign company established a place of business in Hong Kong
The address of the foreign company's principal place of business in Hong Kong
The names and addresses of the directors and secretary of the foreign company
The name and address of the authorized representative of the foreign company in Hong Kong
Constitution: A certified copy of the instrument defining the foreign company’s constitution e.g. charter, statutes or memorandum and articles of association;
Certificate of Incorporation: A certified copy of the foreign company's certificate of incorporation issued by the relevant government authority in the place of incorporation;
List of Directors and Shareholders: A list of the names and addresses of the directors and shareholders of the foreign company
Statement of Principal Place of Business: A statement of the principal place of business of the foreign company in Hong Kong
Statement of Authorized Representative: A statement of the authorized representative of the foreign company in Hong Kong the particulars of the directors and company secretary of the company and the authorized representative in Hong Kong;
“Domestic Name” means the name or names by which a non-Hong Kong company is registered in its place of incorporation. If none of the company’s domestic names is in characters of the Latin alphabet or in Chinese, the company has to provide a certified translation of one of its domestic name(s) in English or Chinese, or both, pursuant to section 776(5) of the Companies Ordinance.
In addition to the above documents, the following documents may also be required, depending on the circumstances:
Latest published accounts: If the foreign company is required to publish its accounts, a certified copy of the latest published accounts must be delivered.
Notice to Business Registration Office (IRBR2): If the foreign company is required to register with the Business Registration Office, a Notice to Business Registration Office (IRBR2) must be delivered.
The documents must be delivered to the Companies Registry in person, by mail, or by fax.
Once the documents are delivered, the Companies Registry will review them and, if they are in order, the foreign company will be registered. The Companies Registry will then issue a certificate of registration. This certificate will show that your foreign company is legally registered in Hong Kong.
Here are the steps on how to register a non-Hong Kong company in Hong Kong:
Download the IRBR1 form from the Companies Registry website.
Complete the form and attach the required documents.
Pay the application fee.
Submit the form to the Companies Registry by post or in person.
The Companies Registry will process your application and issue a certificate of registration if the application is successful.
Here are the required documents for registering a non-Hong Kong company in Hong Kong:
Completed IRBR1 form: This form must be completed in English or Chinese.
Copy of the non-Hong Kong company's charter or articles of association: The charter or articles of association must be certified by a Notary Public.
Copy of the non-Hong Kong company's latest annual return: The annual return must be certified by a Notary Public.
Copy of the non-Hong Kong company's certified list of directors and secretaries: The list of directors and secretaries must be certified by a Notary Public.
Power of attorney: If you are not the authorized person to submit the application, you must provide a power of attorney.
Authorized Representative
A branch office in Hong Kong must appoint at least one authorized representative who is resident in Hong Kong and authorized to accept legal notices served on the company. The authorized representative can be an individual or a body corporate (firm or corporate practice of solicitors or professional accountants only).
The authorized representative has the following responsibilities:
To accept legal notices served on the company.
To file annual returns and other documents with the Companies Registry.
To represent the company in legal proceedings.
To carry out any other duties as may be assigned by the company.
The authorized representative must be a resident of Hong Kong and must be able to communicate in English or Chinese. They must also be authorized by the company to carry out the above responsibilities.
The appointment of an authorized representative is an important step in setting up a branch office in Hong Kong. It is important to choose a qualified and experienced person who can represent the company effectively.
Here are some of the benefits of appointing an authorized representative:
It ensures that the company has a local representative who can deal with legal matters and other official business on its behalf.
It provides a point of contact for customers and suppliers in Hong Kong.
It can help to improve the company's reputation in Hong Kong.
If you are setting up a branch office in Hong Kong, appoint an authorized representative as soon as possible. This will ensure that the company is in compliance with the law and that it has a local representative who can deal with any legal or administrative matters that may arise.
Here are some of the things to consider when appointing an authorized representative:
Qualifications: The authorized representative should have the necessary qualifications and experience to carry out the responsibilities of the role.
Availability: The authorized representative should be available to represent the company on a regular basis.
Communication skills: The authorized representative should be able to communicate effectively in English or Chinese.
Reputation: The authorized representative should have a good reputation in Hong Kong.
The following can act as an authorized representative of a registered non-Hong Kong company to accept on the company's behalf service of any process or notice required to be served on the company:
a natural person resident in Hong Kong;
a solicitor corporation;
a corporate practice;
a firm of solicitors; or
a CPA firm.
Documents of Foreign Company Not in English or Chinese
If the original documents of your foreign company are not in English or Chinese, you will need to provide certified translations of these documents when registering a branch office in Hong Kong. The translations must be certified by a Notary Public or a certified translation service.
The certification process involves the Notary Public or certified translation service verifying the authenticity of the documents and the accuracy of the translations. The certification must be in English or Chinese.
Here are the steps on how to get certified translations of your documents:
Find a Notary Public or certified translation service in Hong Kong.
Provide the Notary Public or certified translation service with the original documents.
The Notary Public or certified translation service will translate the documents into English or Chinese.
The Notary Public or certified translation service will certify the translations.
Once you have the certified translations, you can submit them to the Companies Registry along with your other registration documents.
Here are some of the benefits of having certified translations of your documents:
It ensures that the translations are accurate and that they meet the requirements of the Companies Registry.
It makes it easier for the Companies Registry to process your application.
It can help to avoid any delays or complications in the registration process.
If you are setting up a branch office in Hong Kong, get certified translations of the necessary documents as soon as possible. This will ensure that you have all of the required documentation and that the registration process can be completed smoothly.
Here are some of the things to consider when getting certified translations of your documents:
The quality of the translations: The translations should be accurate and should be translated by a qualified translator.
The cost of the translations: The cost of the translations can vary depending on the length of the documents and the complexity of the translations.
The turnaround time: The turnaround time for the translations can vary depending on the workload of the Notary Public or certified translation service.
For the constitution and the latest published accounts, only a certified translation thereof in English or Chinese needs to be delivered for registration. For the certificate of incorporation (or its equivalent), a certified copy of the certificate in the original language and its certified translation in English or Chinese should be delivered for registration
Copies of Documents of Foreign Company and their Translation to be Certified
When setting up a branch office in Hong Kong, you will need to provide certified copies of certain documents from your foreign company. These documents must be certified by a Notary Public or a certified translation service.
The documents that need to be certified include:
The company's charter or articles of association: This document sets out the company's constitution and its governing rules.
The company's latest annual return: This document provides information about the company's financial performance and its corporate governance practices.
The company's certified list of directors and secretaries: This document lists the names and contact information of the company's directors and secretaries.
If the original documents are not in English or Chinese, you will also need to provide certified translations of these documents. The translations must be certified by a Notary Public or a certified translation service.
The certification process involves the Notary Public or certified translation service verifying the authenticity of the documents and the accuracy of the translations. The certification must be in English or Chinese.
You can find a list of Notary Publics and certified translation services in Hong Kong on the website of the Companies Registry.
Here are some of the benefits of having certified copies of your documents:
It ensures that the documents are authentic and that the translations are accurate.
It makes it easier for the Companies Registry to process your application.
It can help to avoid any delays or complications in the registration process.
If you are setting up a branch office in Hong Kong, get certified copies of the necessary documents as soon as possible. This will ensure that you have all of the required documentation and that the registration process can be completed smoothly.
Copies of documents should be certified in accordance with section 775 of the Companies Ordinance. You can read the text of the provision at www.elegislation.gov.hk.
The translations of documents should be certified in accordance with section 4 of the Companies Ordinance.
How Long It Takes
The time it takes to set up a branch office in Hong Kong can vary depending on a number of factors, including the complexity of your business, and the availability of documentation. However, in general, the process can take anywhere from 2 to 4 weeks.
Here are some of the factors that can affect the time it takes to set up a branch office in Hong Kong:
The complexity of your business: If your business is complex, it may take longer to complete the necessary paperwork and obtain the required approvals.
The availability of documentation: If you do not have all of the necessary documentation, it may take longer to process your application.
If you are considering setting up a branch office in Hong Kong, start the process as soon as possible. This will give you plenty of time to gather all of the necessary documentation and ensure that your application is processed in a timely manner.
The Certificates can normally be issued within 10 working days.
You can get a Certificate of Registration of Non-Hong Kong Company and a Business Registration Certificate (the Certificates). The Certificates will be issued in electronic form for electronic applications and in hard copy form for applications delivered in hard copy form. section 2(1) of the Accounting and Financial Ordinance which regulate the names used by Certificates in electronic form or hard copy form have the same legal effect.
Application Fees for Registering Foreign Company
The application fees for registering a foreign company in Hong Kong are as follows:
Electronic application: HK$1,545 (which includes the non-refundable lodgment fee of HK$265).
Hard copy application: HK$1,720 (which includes the non-refundable lodgment fee of HK$295).
Applicable for application delivered in electronic form
The application fee is HK$1,545 for the issue of a Certificate of Registration of Non-Hong Kong Company (which includes the non-refundable lodgment fee of HK$265).
Applicable for application delivered in hard copy form
The application fee is HK$1,720 for the issue of a Certificate of Registration of Non-Hong Kong Company (which includes the non-refundable lodgment fee of HK$295).
The application fee must be paid in Hong Kong Dollars by crossed cheque or bank draft payable to "Companies Registry".
If the foreign company has not yet registered its business under the Business Registration Ordinance (Cap. 310), the prescribed business registration fee and levy must also be paid upon delivery of the application for registration and IRBR2. Please refer to the Business Registration Fee and Levy Table for the relevant fee.
How Bestar can Help
Bestar can help you set up a branch office in Hong Kong by providing the following services:
Company incorporation: Bestar can help you incorporate a Hong Kong company that will serve as your branch. This includes the preparation and filing of the necessary documents, as well as the appointment of an authorized representative and secretary.
Visa and work permit application: Bestar can help you apply for visas and work permits for your employees who will be working in your Hong Kong branch. This includes the preparation of the necessary documents and the submission of applications to the Immigration Department.
Office space rental: Bestar can help you find and rent office space for your Hong Kong branch. This includes the negotiation of lease terms and the coordination of the move-in process.
Accounting and taxation: Bestar can provide accounting and taxation services for your Hong Kong branch. This includes the preparation of financial statements, the filing of tax returns, and the provision of tax advice.
Legal and regulatory compliance: Bestar can help you ensure that your Hong Kong branch is in compliance with all applicable laws and regulations. This includes the provision of professional advice and the assistance with the filing of required reports.
In addition to these services, Bestar can also provide you with guidance and support throughout the entire process of setting up a branch in Hong Kong. We have a team of experienced professionals who can help you navigate the complex regulatory environment and ensure that your branch is set up for success.
Here are some of the benefits of working with Bestar to set up a branch in Hong Kong:
Expertise: Bestar has a team of experienced professionals who can help you navigate the complex regulatory environment and ensure that your branch office is set up for success.
Convenience: Bestar can take care of all the paperwork and administrative tasks involved in setting up a branch office, so you can focus on your business.
Cost-effectiveness: Bestar's services are competitively priced, so you can be sure that you're getting good value for your money.
If you're considering setting up a branch in Hong Kong, contact Bestar to discuss your needs. We can help you assess your options and develop a plan that meets your specific requirements.
For further information, please contact us.
Comments