In the case of foreign companies desiring to have a presence in Hong Kong, their normal route of entry would be an application for registration as a “non-Hong Kong company.” This means that it is allowed to conduct its activities in Hong Kong while retaining its legal entity in its home country. The road to registration, compliance to regulations, and continuance as a registered non Hong Kong company by One IBC follows a series of steps: filing with the Companies Registry, annual return requirements, and other attendant compliances and requirements for continuance.
What is a Registered Non Hong Kong Company?
The definition of a registered non Hong Kong company would have to be any company that has been incorporated outside Hong Kong and, thereafter, has created a business presence in Hong Kong either by a branch office or a representative office. The very status of the company allows this foreign company to do business in Hong Kong without any divestment of its legal identity and registration in its home jurisdiction. These entities must file for registration with the Hong Kong Companies Registry under Part 16 of the Companies Ordinance (Cap. 622).
What is a Registered Non Hong Kong Company?
Companies Registry Non Hong Kong Company Registration
To carry on business as a registered non Hong Kong company, the overseas company must apply to the Companies Registry for registration within one month of establishing a place of business. The process for the registration is pretty smooth but requires filing many documents. Some of the key documents include
- NN1 Application Form: A form giving, among others, the firm’s name, address of the principal place of business in Hong Kong, and particulars of the company’s directors and secretary;
- Certified Copy of Incorporation Documents: An overseas company shall obtain a certified copy of its Articles of Incorporation, its Certificate of Incorporation, and documents constituting its legal identity in its home country.
- Registered Office Address: It will require the address of the registered office of the foreign company in its home country.
- Business Address in Hong Kong: It will require a local business address in Hong Kong, even if it is only for branch or representative office purposes.
Upon delivering the documents concerned and having it approved by the Companies Registry, the company will be issued with a Certificate of Registration of Non Hong Kong Company, which would confirm its registration and thus its authorization to legally carry on business in Hong Kong.
Certificate of Registration of Non Hong Kong Company
The Certificate of Registration of Non Hong Kong Company is a very important document reflecting proof of successful registration by a foreign company to do business in Hong Kong. This certificate is issued by the Hong Kong Companies Registry once the company has filed all the required documents and completed the registration process.
This certificate not only means that the company is allowed to operate legally in Hong Kong, but it also means it will be recognized by the local authorities. Under the requirement of compliance, the company has to display its certificate at its principal place of business in Hong Kong.
Annual Return of Registered Non Hong Kong Company
One of the chief compliance issues for a registered non Hong Kong company is to file an annual return. An annual return can give more updated information about the company’s directors, secretary, and business activities in Hong Kong. The annual return has to be forwarded to the Companies Registry within 42 days after the anniversary of the date of its registration with the Registry. The following are the contents that must constitute the annual return for a non Hong Kong company:
- Particulars of Company Directors and Secretary: The filled particulars of the company directors and secretary must be updated.
- Registered Office Address: The registered office address in the home country and the principal place of business in Hong Kong must be stated.
- Share Capital and Structure: Particulars in regard to the company’s share capital and restructuring of the same, if any, must be given in detail.
Failure to file the annual return on time can lead to penalties, fines, or even the stripping of the company’s registration status in Hong Kong.
Filing Annual Returns for Registered Non Hong Kong Companies
Benefits of registration of Non Hong Kong Company
There are various benefits of registering as a non Hong Kong company, which includes:
- Access to Hong Kong’s Market: Foreign companies gain the ability to establish a foothold in one of the world’s most dynamic financial and trade hubs.
- Simple Taxation System: Hong Kong enjoys a favorable taxation system, which is very attractive to foreign investors with low corporate rates of taxation.
- Legal Certainty and Protection: The registration provides the foreign company with protection under the law such that it can confidently conduct business in Hong Kong’s favorable legal business environment.
- Brand Recognition: Establishment of a registered entity in Hong Kong may be important to enhance foreign company reputation and brand throughout the Asia-Pacific area.
Full Compliance:
While the process of registered non Hong Kong company is relatively straightforward, the ongoing compliance regulations are very important. Here are some key features:
- Business Registration: Besides registration with the Companies Registry, every non Hong Kong Company is required to get a business registration certificate from the Inland Revenue Department. It has to be renewed every year.
- Filing Requirements: While an annual return is compulsorily to be filed, the foreign company should conform to any other filing obligations depending on their sector and activities of the business.
- Taxation: The foreign non Hong Kong companies should be in compliance with tax laws of the country. In this regard, they are required to file tax returns regarding profits if such an obligation arises upon them.
How to Deregister a Non Hong Kong Company
If a registered non Hong Kong company intends to cease its business in Hong Kong, it must deregister with the Companies Registry by filing a notice of cessation of business, provided that all the compliance requirements will be duly fulfilled with the final annual return. In such a case, the registration shall no longer have the permit to conduct any business in Hong Kong.
How to Deregister a Non Hong Kong Company
Conclusion
In other words, the registration of a non Hong Kong company by One IBC gives foreign businesses an entryway to reach out to the vibrant market that Hong Kong offers, essentially providing a great business environment supported by streamlined regulatory requirements. On the other hand, however, every company is obliged to remain vigilant on their respective compliance matters, such as filing the annual return and keeping records in the Companies Registry. This will help them not miss any of the opportunities that come along with operating in one of the leading business hubs across the world.
