A non-Hong Kong company is a company incorporated outside Hong Kong which has established a place of business in Hong Kong. It must apply for registration as a registered non-Hong Kong company within one month after the establishment of a place of business in Hong Kong.
Step 1 – Deliver documents. Deliver the following documents with the correct fees either electronically through our “e-Registry”or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices:
1. Form NN1 - Application for Registration as Registered Non-Hong Kong Company;
2. a certified copy of the instrument defining the company's constitution e.g. charter, statutes or memorandum and articles of association;
3. a certified copy of the company's certificate of incorporation (or its equivalent);
4. a certified copy of the company's latest published accounts; and
5. a Notice to Business Registration Office (IRBR2).
Step 2 – Collect Certificates. If the application is approved, download or collect the Certificate of Registration of Non-Hong Kong Company and the Business Registration CertificateNote (“the Certificates”). The Certificates will be issued in electronic form or hard copy form, depending on the mode of delivery of the applications. The Certificates can normally be issued within 10 working days. Certificates in electronic form or hard copy form have the same legal effect.
For electronic applications, an email notification for download of the Certificates will be sent to the message box and registered email address of the registered user who delivers the application.
For applications delivered in hard copy form, the presentor will be notified by fax when the Certificates are ready for collection. The Certificates have to be collected in person at the Registry on presentation of the fax notification and the identification document mentioned therein. A written authorisation will be required if the presentor sends a representative to collect the Certificates.
Note: The Business Registration Certificate will only be issued to a registered non-Hong Kong company which has not yet registered its business under the Business Registration Ordinance (Cap. 310).
FAQS:
1. When is a non-Hong Kong company required to register in Hong Kong, what are the documents required to be delivered for registration and what fees should be paid?
(1) Under section 776 of the Companies Ordinance, a non-Hong Kong company is required to register as a registered non-Hong Kong company within one month after the establishment of the place of business in Hong Kong. The following documents have to be delivered to the Registrar of Companies for registration:
a) a Form NN1 reporting the company's name, the address of the principal place of business, particulars of directors, company secretary and authorized representative in Hong Kong , etc.;
b) a certified copy of the instrument defining the company's constitution e.g. charter, statutes or memorandum and articles of association;
c) a certified copy of the company's certificate of incorporation (or its equivalent);
d) a certified copy of the company's latest published accounts; and
(2) a Notice to Business Registration Office (IRBR2).
With effect from 1 October 2020, the fees (excluding Business Registration Fee and Levy) payable for an application for registration of a non-Hong Kong company delivered in electronic form through the e-Registry will be reduced by 10%. The reduction does not apply to application delivered to the Registry in hard copy form. The details of application fees are as follows:
Applicable for application delivered in electronic form: The application fee is HK$1,545 (which includes the non-refundable lodgment fee of HK$265). If the non-Hong Kong company has not yet registered its business under the Business Registration Ordinance, the prescribed business registration fee and levy must also be paid upon delivery of the IRBR2. Please refer to the Business Registration Fee and Levy Table for the relevant fee.
Applicable for application delivered in hard copy form: The application fee is HK$1,720 (which includes the non-refundable lodgment fee of HK$295). If the non-Hong Kong company has not yet registered its business under the Business Registration Ordinance, the prescribed business registration fee and levy must also be paid upon delivery of the IRBR2. Please refer to the Business Registration Fee and Levy Table for the relevant fee.
2. The documents of my non-Hong Kong company are not in English or Chinese, do I need to deliver their translation in English or Chinese for registration?
If the constitution and the accounts are not in English or Chinese, you only need to deliver a certified translation thereof in English or Chinese. If the certificate of incorporation or its equivalent is not in English or Chinese, you have to deliver a certified copy of the certificate in the original language and its certified translation in English or Chinese for registration.
3. Who can act as an authorized representative of a registered non-Hong Kong company to accept on the company's behalf service of any process or notice required to be served on the company?
a) a natural person resident in Hong Kong;
b) a solicitor corporation as defined by section 2(1) of the Legal Practitioners Ordinance (Cap. 159);
c) a corporate practice as defined by section 2(1) of the Professional Accountants Ordinance (Cap. 50); or
d) a firm of solicitors or certified public accountants (practising) (should have a place of business in Hong Kong)