Wong Brothers CPA Limited

民信會計師事務所有限公司

Commerce & Industry

Business Entity

Taxation

General

There are three types of establishments that a foreign company can set up and maintain in Hong Kong, namely:- 

Provided that a foreign company does not carry on any business in Hong Kong, it can station an individual or a group of persons in the territory and operate a representative office for the purpose of exploring business potentials, studying investment opportunities and the like.  

Registration Procedures 

To establish a representative office, the only legal requirement is to apply for a Business Registration Certificate from the Business Registration Office of the Inland Revenue Department by producing a certified copy of the certificate of incorporation or equivalent document of the foreign company and a certified copy of the English or Chinese translation thereof if the original is not in English or Chinese.  Such registration is renewable annually.  

Filing and Disclosure Requirements 

A representative office of a foreign company is not required to file any financial or other statutory returns with any government authorities in Hong Kong.  The same applies to the foreign company itself.

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Any company incorporated outside Hong Kong which carries on business in Hong Kong must register as a branch in accordance with Part XI of the Companies Ordinance within one month of the establishment of the place of business. 

Registration Procedures 

The following documents are required to be delivered to the Registrar of Companies for registration:- 

Where the branch so registered carries on business in Hong Kong under its corporate name and the Registrar of Companies is of the opinion that such name is identical with the name of an existing company, or gives so misleading an indication of the nature of its activities in Hong Kong as to be likely to cause harm to the public, he may require the branch to change its name into an acceptable trading name. 

Filing and Disclosure Requirements 

A foreign company with a registered branch in Hong Kong is required to file returns of any changes in the matters referred to under "Registration Procedures" above. 

It must also file a return to the Companies Registry within 42 days after each anniversary of the date of registration under Part XI giving details of the share capital, directors and shareholders, together with a certified copy of the foreign company's audited financial statements for the last financial year if it is a public company and is required by the law of the place of its incorporation to publish its accounts. 

If the Registrar of Companies considers that the documents filed do not sufficiently disclose the foreign company's financial position, or if there is no equivalent requirement in the jurisdiction of the company's country of incorporation, the Registrar may require the company to file further documents and information. 

Administrative Requirements 

The foreign company is legally represented by the authorized person or persons appointed (referred to "Registration Procedures" above), who must be resident in Hong Kong, to accept service of process and notices for the company.  These persons are responsible for ensuring that the company complies with the requirements of the Companies Ordinance applicable to a branch registered in Hong Kong. 

The foreign company is also obliged to display conspicuously outside its registered office and every place of business in Hong Kong its name and country of incorporation.  These particulars must also be stated on all its bills, letterheads, notices and other official documents.

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The Companies Ordinance governs all matters on companies, either public or private, incorporated in Hong Kong.  Companies conducting such business as banking, deposit taking, money lending, insurance, share broking and commodities trading are also governed by separate relevant legislations. 

The following notes are meant to cover some salient features of a private company limited by shares. 

Registration Procedures 

The first step in forming a company is to choose a company name which should not closely resemble an existing name.  A registered company name is subject to objections by any person on the ground that such name is "too like" that of a previously registered company, which could result in the company being directed to change its name within 12 months of its registration.  

A copy of the memorandum and articles of association together with a statement of compliance must be filed with the Registrar of Companies for registration.  An initial registration fee and a capital fee based on the amount of registered capital are payable upon registration.  The Registrar of Companies usually takes a week to process the application and issue the certificate of incorporation. 

There is no minimum capital requirement for a private company.  With effect from 13 February 2004, a private company must have at least one shareholder and one director who need not be citizen or resident of Hong Kong.  Corporate director is permissible for a private company which is not a member of a group of companies of which one is a listed company. 

A secretary, who may also be a director and is ordinarily residing in Hong Kong, must be appointed.  A body corporate, having its registered office or place of business in Hong Kong, can be appointed as a secretary. 

A company must have a registered office in Hong Kong, which may be different from the place of business, to which official communications and notices may be addressed.  

Filing and Disclosure Requirements 

A company has to comply with certain filing and disclosure requirements as stated in the Companies Ordinance, including

A private company is not required to file its accounts with the Registrar of Companies for public inspection.  However, audited accounts may have to be prepared and submitted to the Inland Revenue Department, if required, to support the profits tax return of the company. 

Administrative Requirements

A company is required to maintain proper accounting records sufficient to explain its transactions and financial position for at least 7 years.  It is also required to maintain certain statutory records such as minutes of shareholders and directors, registers of shareholders, directors, charges and transfers.  Audit is mandatory for both public and private companies.