Hong Kong Branch Offices of Overseas
Companies
Where a
company incorporated outside Hong Kong establishes a place of business or branch
office in Hong Kong as an extension of the investing company, it is referred to
as an "oversea company". Unlike a subsidiary, a branch can leverage
off the credit rating and more of the overseas owner. The key differences
between a branch and a representative office are the operating scope and tax
treatment.
Nature and key conditions of a branch office
- Branch
- is an establishment of a place of business in
Hong Kong
where the oversea company carries on business.
- Legal
and tax treatment - Such branch offices are generally subject to the same
legal and tax consequences as companies incorporated in Hong Kong.
- Registration
- oversea companies must register their branch with the Registrar of
Companies.
- Ongoing
compliance- Branches are legally required to file returns, audited accounts
and more, on an ongoing basis
Hong Kong Local Representative
The Hong Kong Companies Ordinance requires a foreign company to appoint 1 local representative in Hong Kong to act on behalf of the company. The representative must be ordinarily residents in Hong Kong, i.e. Hong Kong Permanent Resident and Hong Kong residents.
Process
and cost of establishing a branch office
The
oversea company must apply for registration within one month of establishing a
place of business in
Hong Kong
. It is advisable to apply before business commences.
Step 1 - Submit the undernoted to the Registrar of Companies:
- A certified copy of the
instrument defining a company's constitution.
- A
completed Form F1 which includes particulars of the company's directors,
secretary and company's authorised representative in Hong Kong, the
principal place of business in Hong Kong and in the place of incorporation.
- A
certified copy of the company's certificate of incorporation (or its
equivalent).
- A
certified copy of the latest accounts of the company. It the company is
substantially a private company and is not required to publish or disclose
its accounts to the public, it may apply for exemption form filing the
latest accounts by submitting a lawyerˇs/auditorˇs certificate.
- The
prescribed fee of HK$1,720 and a registration fee of HK$20 for each
document. If the applicant is unsuccessful, the registration fee of HK$1,425
and the registration fee for each document may be refunded.
The
Companies Registry will process the documents and issue a Certificate of
Registration in about 18 workings days.
Step 2 - within one month, submit application and fee for Business
Registration Certificate (cost HK$2,600 for one year)
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