Any company from overseas who wants to conduct business in Hong Kong must register a business entity in Hong Kong – a branch office. Alternatively, a foreign company can establish a representative office or a Hong Kong subsidiary.
A Hong Kong branch office is treated as a legal entity that is registered with the Company Registry. However, it is not treated as a subsidiary. Instead, it is merely an extension of its parent company – the branch office is not responsible for any debts and liabilities, but the parent company is.
The Facts And Requirements Of Branch Office Registration
Here is a quick look at all of the requirements needed to register a branch office in Hong Kong.
- Name – The name of the branch must match the name of the parent company, unless the Companies Registry notes that the name is already in use by a Hong Kong company, or is improper or misleading.
- Officers – There must be at least one officer present, who is a person who lives in Hong Kong, and who can accept all legal notices for the company. This can be either an individual person or a body corporate (professional accountants, firm or corporate practice of solicitors only)
- Constitution and activities – There is no need to implement a Memorandum and Articles of Association (MAA). The branch office has its activities directed by the parent company’s MAA.
- Place of business – All branch offices must establish a physical location or place of business in Hong Kong, where statutory documents are kept.
- Minimum capital requirement – N/A
To incorporate a branch office, you must also provide a number of documents:
- A form providing all relevant details of the branch, such as the name of the local representative, the location of the registered office, and information about the parent company
- A certified company of the corporate constitution of the parent company
- A certified copy of the foreign company’s latest accounts, if it is required to disclose them publicly. If the company is not required to disclose accounts to the public, the reason for this must be stated instead
- All required identification documents for the branch office’s local representative.
All documents must be in Chinese or English, or translated into one of the two languages before submission.
Understanding The Registration Timeline And Procedure
To register a Hong Kong branch office, a foreign entity must hire a professional services firm.
To begin, the branch may establish an office in Hong Kong, and apply for registration within a month of doing so. There are two primary steps in this process.
- Approval Of Company Name
- The name is similar or identical to a name that already appears in the Index of Company Names
- It infringes on trademarks
- It is considered to be inappropriate, offensive, or contrary to the public interest
- Registration With The Companies Registry
After the approval of the name, the branch company must send the required documents and register with the Companie Registry.
Once all required documents are sent and the name is approved, the Company Registrar will issue its approval, and provide the company with a “Certificate of Registration of Non-Hong Kong Company.”
The person who presented the registration documents will be notified of this by fax. The certificate must be collected at the Companies Registry physically, in person, by the presenter of the registration documents. If the presenter send a representative to pick up the certificate, this representative must have written authorization from the presenter to do so.
After successful branch registration, your company must go through a few other formalities.
- Applying For A Certificate Of Business Registration
All branch companies must be registered with the Business Registration Office of the Inland Revenue Department, and receive a Business Registration Certificate.
This must be done within 1 month of incorporation in Hong Kong, to obtain a Business Registration Number, which functions as the company’s tax filing number.
The proper documents must be submitted to the Inland Revenue Department. Then, the Business Registration Certificate must be collected in-person by a representative, and displayed on the premises of the business at all times.
- Opening A Hong Kong Bank Account
Branch offices may open a Hong Kong bank account after being certified with the Companies Registry and the Inland Revenue Department, with any major bank in Hong Kong. The required documents will vary based on each bank.
- Getting A Business License (If Required)
Most business activities in Hong Kong do not require a license. However, if you operate in a field that does require a license, it must be obtained before you can begin operations at a Hong Kong branch office.