Non-Hong Kong Company (Branch Office) Registration Costs and Registration Procedures

1. Non-Hong Kong Company (Branch Office) Registration Costs

Our fees for the registration of a Branch Office (Non-Hong Kong company) in Hong Kong are USD1,125. In particular, our fees cover the following services:

(1) Application for Certificate of Incorporation as Non-Hong Kong Company (formerly known as Overseas Company, i.e. branch offices of foreign companies) and Business Registration Certificate and payment of statutory fees;
(2) Filing of particulars of directors, company secretary and filing of business address;
(3) Provision of registered office/business address for the first year; and
(4) Provision of one local resident representative as required by the Companies Ordinance for the first year.

Foreign company intends to carry out business in Hong Kong is required to apply for registration within one month of establishing a place of business in Hong Kong.

2. Non-Hong Kong Company (Branch Office) Registration Procedures

Step 1:
File the following documents with Companies Registry with appropriate fees:-
(a) a certified copy of the instrument defining the company’s constitution.
(b) Form F1 reporting :-
(1) the particulars of directors and secretary;
(2) the particulars of the person(s) authorized to act in Hong Kong on behalf of the company;
(3) the principal place of business in Hong Kong and in the place of incorporation; and
(4) the registered office in the place of incorporation.
(c) a certified copy of the company’s Certificate of Incorporation (or its equivalent).
(d) a certified copy of the latest accounts of the company, unless exemption has been granted by the Registrar of Companies upon application.

Step 2:
Apply for Business Registration Certificate (from Business Registration Office) with the appropriate fees.

For items (a) and (d), if the original document is not in Chinese or English, only a certified translation into Chinese or English needs to be filed. For item (c), if the original document is not in Chinese or English, a certified copy of the document in the original language together with a certified translation into Chinese or English should be filed.

3. Documents to be filed with Companies Registry for registering a Branch Office

In accordance with Section 333(1) of Hong Kong Companies Ordinance, Companies incorporated outside Hong Kong which establish a place of business within Hong Kong shall, within one month of the establishment of the place of business, deliver to the Registrar of Companies
for registration:-

(a) a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, OR, if the instrument is not written in the English or Chinese language, a certified translation of the instrument in English or Chinese;

(b) a list in English or Chinese in the specified form [Form F1] of the names and addresses of some one or more persons resident in Hong Kong authorized to accept on behalf of the company service of process and any notices
required to be served on the company, and also:-

(i) the address of the principal place of business of the company in Hong Kong;

(ii) the respective addresses of the principal place of business, if any, and the registered office (or its equivalent) of the company in the place of its incorporation; and

(iii) the particulars of the directors and secretary of the company as mentioned in sub-section (2) of section 333;

(c) a certified copy of the company’s certificate of incorporation (OR, where it is shown to the satisfaction of the Registrar that it is not the practice under the law of the place where the company purports to be incorporated to issue a certificate of incorporation, a copy of such other evidence of incorporation as the Registrar deems sufficient) together with a certified translation of the document in English or Chinese if the certificate (or such other evidence) is in a language other than English or Chinese; and

(d) except in the case of a company referred to in section 336(6) , a certified copy of the latest accounts of the company in the form required by the law of the place of its incorporation or, if no such requirement is in force under the law of that place, in the form in which the accounts of the company are submitted to the members of the company, OR a certified translation of the document in English or Chinese if the accounts are in a language other than English or Chinese:

Provided that-

(i) a body corporate or a firm other than a solicitor corporation, a corporate practice within the meaning of section 2 of the Professional Accountants Ordinance (Cap. 50) or a firm of solicitors or professional accountants shall not be authorized to accept on behalf of any oversea company service of process or any notices required to be served on the company;

(ii) in the case of a solicitor corporation, such a corporate practice or a firm of solicitors or professional accountants so authorized, it shall be sufficient for the purpose of paragraph (b) to deliver the name of the solicitor corporation, corporate practice or firm and its business address in Hong Kong.

4. Documents returned to clients after registration

(1) Original copy of Certificate of Incorporation as Overseas Company
(2) Original copy of Business Registration Certificate (sample business registration certificate)
(3) Duplicate copy of documents filed with Companies Registry, such as Notification of particulars of directors, secretary, location of business address and appointment of local resident representative

5. Optional Services

Hong Kong Corporate Bank Account: we can assist in the opening of corporate bank account with one of the international bank in Hong Kong for only USD425 (applicable to branch office registered by Kaizen).

If interested, please browse the following web page for detailed procedures: Hongkong and Shanghai Banking Corporation Limited (HSBC Hong Kong) Corporate Account Opening Services

6. Annual Maintenance Costs of a Non-Hong Kong Company

The annual maintenance cost for a company registered as overseas company in Hong Kong from second year and thereafter is estimated to be around USD1,700. In particular, the annual maintenance costs consist of:

1. Business address: USD200 (per annum)
2. Local resident representative: USD320 (per annum)
3. Business registration fee: USD335 (subject to change by the Government)
4. Annual Return filing fee: USD14
5. Book-keeping fee: NIL if not operating
6. Statutory audit fee: USD700 if operation is minimal (if the foreign company is not required to have its financial statements audited, then the financial statements of the branch office is not required to be audited as well.)
7. Filing of Profits Tax Return: USD100
8. Filing of Employer’s Return: USD40

For further information or assistance, please call us:

Hong Kong Office: +852 2341 1444
Singapore Office: +65 6883 1061
Shenzhen Office: +86 755 8268 4480
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6874 8420

or send email to enquiries@bycpa.com.