Hong Kong Branch Office Registration
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.
If there were no delays in the name approval process and registration documents are found to be in order, the Company Registrar will 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 incorporation 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. There is a bank interview process subjected to the submission of the bank’s requested documents. 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.