Hong Kong Representative Office Registration

Opening a Representative Office is a suitable option for foreign companies who wish to explore opportunities in Hong Kong and the surrounding regions, before making large investments. A Representative Office is considered a promotion and liaison office and must restrict itself to conducting such activities only. Representative Offices have no legal status and cannot conduct any profit generating business activities.

The purpose of this guide is to provide details of setting up a Hong Kong Representative Office. For a comparative overview of the various registration options available to foreign companies, refer to Foreign Company Options in Hong Kong.

Hong Kong Representative Office: Key Facts

  • A Representative Office has no legal standing or recognition and the parent company bears implicit liability for all the actions of the Representative Office.
  • Generally, the name of the Representative Office must match the name of the overseas parent company. However, if the name is already in use in Hong Kong, the overseas company will need to adopt another name for the Representative Office in Hong Kong.
  • A Representative Office operates as a cost centre and can only engage in liaison, promotional work, and market research type activities. It cannot engage in commercial profit generating activities such as engaging in business, concluding contracts, providing consultancy for a fee, undertaking transshipment of goods, or negotiating letters of credit. If it wishes to enter into any transaction which creates a legal obligation it will need to change its business structure to that of a subsidiary company or a branch office.
  • A Representative Office will usually appoint a staff member from its foreign parent company who will relocate to Hong Kong and manage the office. The Representative Office may also engage local employees as support staff.
  • There is no registered capital requirement to set up a Representative Office.
  • Representative Offices need not be registered with the Companies Registry.
  • Since Representative Offices are unincorporated bodies, they are not subject to filing or accounting requirements and other compliances like maintaining any statutory documents.
  • Representative Offices are non-earning entities and are not liable for filing tax returns with the Inland Revenue Department. However, Representative Offices must file for a Business Registration Certificate with the Inland Revenue Department.
  • A Representative Office is considered as a temporary administrative office helping the foreign company test business environment and explore the viability of doing business in Hong Kong.

Registration Procedure

There are no registration requirements with the Companies Registry for Representative Offices in Hong Kong. However, it must apply for a Business Registration Certificate with the Inland Revenue Department within one month from its date of commencement. The following documents are required during registration:

  • Completion of a prescribed application form
  • Proof of identity for the Representative Offices' chief officer in Hong Kong

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 conspicuously displayed on the office premises at all times. If the registered particulars of the business have changed, you must notify the Hong Kong Inland Revenue Department in writing within one month of the change. The Business Registration Certificate should be renewed one month before expiry on an annual basis or once every three years, depending on whether your Certificate is valid for one year or three years.

Opening a Bank Account

Once the Representative Office has received the Business Registration Certificate from the Inland Revenue Department, a corporate bank account can be opened with any of the major banks in Hong Kong.

 

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