Non-Hong Kong Company Registration and Maintenance Guide (3) – Registration Procedures

1. Process and cost of establishing a branch office

The procedures for registration of a branch (Non-Hong Kong Company) could be summarized into a two-step process:

Step 1 – Submit the undernoted to the Registrar of Companies:

 A certified copy of the instrument defining a company’s constitution.
 A completed Form F1 which includes particulars of the company’s directors, secretary and company’s authorized representative in Hong Kong, the principal place of business in Hong Kong and in the place of incorporation.
 A certified copy of the company’s certificate of incorporation (or its equivalent).
 A certified copy of the latest accounts of the company. It the company is substantially a private company and is not required to publish or disclose its accounts to the public, it may apply for exemption form filing the latest accounts by submitting a lawyer’s/auditor’s certificate.
 The prescribed fee of HK$1,720 and a registration fee of HK$20 for each document. If the applicant is unsuccessful, the registration fee of HK$1,425 and the registration fee for each document may be refunded.

The Companies Registry will process the documents and issue a Certificate of Registration in about 18 workings days.

Step 2 – within one month, submit application and fee for Business Registration Certificate (cost HK$2,600 for one year)

2. Documents required for registration

To register a branch (Non-Hong Kong Company), an application for registration together with the following documents must be filed at the Companies Registry:

(1) certified copy of the charter, statutes or memorandum and articles of association (or equivalent) of the foreign company or if it is not in English or Chinese a certified translation hereof

(2) list in English or Chinese in the specified form of the directors and the secretary (if any) of the foreign company including, in the case of each individual:

 given name and family name in full (without initials) with Chinese characters where appropriate
 any former names
 any aliases
 usual residential address
 Hong Kong identity card number or the number and issuing country of passport and, in the case of a body corporate, corporate name and address of registered or principal office

(3) names and addresses in English or Chinese of either one or more persons who are resident in Hong Kong (which expression does not include a body corporate or a firm other than a solicitor corporation, a company which is for the time-being registered under the Professional Accountants Ordinance or a firm of solicitors or professional accountants) who are authorized to accept, on behalf of the foreign company, service of process and any notices required to be served on the foreign company (the company’s authorized representative).

(4) address of the principal place of business of the company in Hong Kong

(5) the addresses of the principal place of business (if any) and the registered office (or equivalent) of the foreign company in its place of incorporation

(6) certified copy of the foreign company’s certificate of incorporation or such other evidence of incorporation as the Registrar deems sufficient together with a certified translation into English or Chinese if the original is not in English or Chinese

(7) unless exemption is granted, a certified copy of the latest accounts of the foreign company in the form required by the law of the place of its incorporation or, if no such form is in force, in the form in which the accounts are submitted to the shareholders of the company – the accounts must also be confirmed to be in such form by a lawyer or an auditor. If the accounts in their original form are not in English or Chinese, only a certified translation hereof into English or Chinese is required.

All documents (except originals) which are filed at the Companies Registry must be on white paper, single sided and A4 size. Detailed requirements such as this are not prescribed by law but specified by the Companies Registry and they have discretion to vary their requirements from time to time. Accordingly, we recommend that clients contact us before spending time gathering documents together.

(8) If a foreign company has, when it establishes a place of business in Hong Kong, property in Hong Kong which is subject to a registrable charge the foreign company must, within 5 weeks after the date on which it establishes a place of business in Hong Kong, send to the Registrar the following documents for registration:

 particulars of the charge and mortgage
 an original or copy of the instrument creating the charge or mortgage.