If an overseas company wishes to carry out business activities in Hong Kong, it must first register a business entity in Hong Kong. Registering a branch office is one of the ways a foreign company can establish a presence in Hong Kong, the other two options being, setting up either a Hong Kong subsidiary or a representative office. For a comparative overview of these three entities refer to Foreign Company Registration Options in Hong Kong.

A Hong Kong branch office is a legal entity registered with the Company Registry. Unlike a subsidiary, a branch office is treated as an extension of the parent company and as such the parent company is responsible for all the debts and liabilities of the branch office.

Branch Office Registration: Basic Requirements and Facts

The following are the basic requirements and facts about registering a branch office in Hong Kong:

• Name: Generally, the name of the branch must match the name of the overseas parent company. However, the Companies Registry reserves the right of disallowing the branch from using its parent company’s name if the name is already in use in Hong Kong or is otherwise deemed as misleading or improper.
• Officers: A Hong Kong branch office must appoint at least one person who is resident in Hong Kong and authorized to accept legal notices served on the company. The authorised representative can be an individual or body corporate (firm or corporate practice of solicitors or professional accountants only).
• Constitution and Activities: The structure of company and its activities are directed by the parent company s Memorandum and Articles of Association (MAA). There is no separate MAA for the branch office.
• Place of business: A branch office must establish a place of business in Hong Kong. The place must be a physical location where among other things statutory documents are kept.
• Minimum capital requirement: Not Applicable
  
• Documents Required: Generally, the following documents are required for registration of a branch office:
  • A duly completed form providing details of the branch office such as registered address, local representative, particulars of the parent company, etc.
  • A certified copy of the constitution (e.g. Memorandum and Articles of Association) for the parent company
  • A certified copy of the Certificate of Registration for the parent company
  • A certified copy of the latest accounts of the foreign company (If the company is not required to publish or disclose its accounts to the public, it is not required to submit accounts but the reason must be stated accordingly).
  • Identification documents for the local representative of the branch office

Any documents not in English or Chinese must be translated in English or Chinese through official channels before submission.

Registration Procedure and Timeline

Foreign entities must engage the services of a professional services firm to register a branch office in Hong Kong. The branch must apply for registration within one month of establishing a place of business in Hong Kong. The registration procedure entails two steps: Approval of Company Name and Application for Branch Office Registration with the Companies Registry.

Approval of Company Name

The name of the branch must be the same as that of the parent company. The name will generally be approved unless it

• Is the same as or similar to a name appearing in the Companies Registry’s ‘Index of Company Names’
• Infringes on trademarks
• Is considered offensive or otherwise contrary to public interest

Company Registration with Companies Registry

Once the name has been approved, the registration documents must be submitted to the Companies Registry. A registration fee of HGD 1,720 is payable to the Companies Registry.

If there were no delays in the name approval process and registration documents are found to be in order, it takes about 2 weeks for the Company Registrar to approve the registration and issue a “Certificate of Registration of Non-Hong Kong Company”. The presentor of the registration documents will be notified by fax when the certificate is ready for collection. The certificate has to be collected in person at the Companies Registry. A written authorization will be required if the presentor sends a representative to collect the certificate.

Post Registration Formalities

Apply for Certificate of Business Registration

It is mandatory for all branches to register their business with the Inland Revenue Department’s Business Registration Office and obtain a Business Registration Certificate. Business Registration with the Inland Revenue Department must be done within one month of the date of entity incorproation in Hong Kong. The business registration number that appears on the Business Registration Certificate is also the respective company’s tax filing number.

On successful receipt of the application, the Business Registration Certificate will be issued on the next working day and must be collected in person. The Business Registration Certificate must be displayed on the office premises at all times.

Open a Bank Account

Once you have registered the branch office with the Companies Registry and Inland Revenue Department, you can proceed to open a corporate bank account with any of the major banks in Hong Kong. Depending on the bank choosen the account opening procedure make take anywhere between 2-10 days and may or may not be required to meet with the bank officer in person. The agency you have engaged to register your branch office should be able to assist you with choosing the bank that suits your needs.

Obtain Business License(s)

Most of the business activities don’t require a business licences in Hong Kong. However if a business license is required, you must obtain it before commencing operations. For further information, refer to Business License Guide.

Ongoing Compliance

Notifying Company Registry of change of particulars

The following changes relating to a branch office must be filed with the Companies Registry within one month after the date of change:

• Notification of change of address
• Notification of change of secretary and director (Appointment/Cessation)
• Notification of change of particulars of secretary and director
• Notification of change of authorized representative
• Notification of change of corporate name
• Notification of cessation of having a place of business in Hong Kong
• Notification of alteration in the charter, statues etc.

Filing Annual Return with Company Registry

A Hong Kong branch is required to file an annual return with the Companies Registry. An annual return is a return, in a specified form, containing the particulars of the company such as the address of the registered office, shareholders, directors, secretary, etc. The annual return must be filed within 42 days after the anniversary of the date of registration of the company in Hong Kong and once in every calendar year thereon. Even if the information contained in the last return has not changed since, you still need to file an annual return certifying that there has been no change since the date of the last return.

The annual return shall include a certified true copy of the latest published accounts except where the company is incorporated in a jurisdiction whose laws do not require its accounts to be published or submitted for public inspection, or if the company has been incorporated for less than 18 months prior to the date of delivery of the annual return and the accounts of the company that are required to be published have not been prepared.

Filing Annual Tax Return with Inland Revenue Department (IRD)

A Hong Kong branch must file a Tax Return with IRD on an annual basis. Generally, the Tax Return must be filed within one month from the date of notification by IRD. An extension request may be filed with IRD, if needed.

Generally speaking, a company is liable to profits tax if it carries on a trade, profession or business in Hong Kong and has profits arising in or derived from Hong Kong from such trade, profession or business. This applies equally to foreign company branches in Hong Kong.

It is not mandatory to submit audited accounts provided the branch furnishes the following information while submitting the Tax Return:

• Place of incorporation of the foreign company
• Whether the laws of that country require a statutory audit of the world-wide accounts of the company
• Whether that audit has been conducted
• Brief summary of the accounting and financial records maintained by the Hong Kong branch

Every company must keep sufficient records (in English or Chinese) to enable the assessable profits of the business to be readily ascertained. All records must be retained for seven years from the transaction date. Failure to do so will attract a penalty.

Public Disclosure Requirements

A Hong Kong branch must comply with the following public disclosure requirements. It must:

• State its country of incorporation in every prospectus inviting subscriptions for shares or debentures in Hong Kong
• Conspicuously display at its place of business, the name of the company, the country of incorporation and (where appropriate), the fact that its members have limited liability
• State clearly on its bill heads, letter heads, notices and other official publications, the name of the company and the country of incorporation
• Notify the Companies Registry if it is in liquidation and must state in its official publications that the company is in liquidation in the country of incorporation