Registration of a Non-Hong Kong Company and Reporting Changes
Q1. When is an oversea company required to
register in Hong Kong, what are the requisite documents to
be delivered for registration and what fees should be paid?
Q2. How should copies of the documents submitted
under section 333 be certified?
Q3. How should the translation of documents
submitted under section 333 be certified?
Q4. Who can act as the authorized representative
of an oversea company?
Q5. How can I report the change of director
or secretary of an oversea company?
Q6. How can I report the change in the principal
place of business in Hong Kong, registered office or principal
place of business in the place of incorporation of an oversea
company?
Q7. How can I report the change of the Hong
Kong authorized representative of an oversea company?
Q8. How can I report the change of name of an
oversea company?
Q9. What is the statutory time limit for filing
an annual return and the accounts of an oversea company? What
are the filing fees?
Q10. What are the criteria and procedures for
applying for exemption from filing the annual return and accounts
of an oversea company?
Q11. What document should be delivered for
registration to report the cessation of place of business
in Hong Kong of an oversea company? What is the filing fee?
Q1. When is an oversea company required
to register in Hong Kong, what are the requisite documents
to be delivered for registration and what fees should be paid?
Answer: Under section 333(1) of the Companies Ordinance, an
oversea company is required to register within one month of
the establishment of a place of business in Hong Kong and
deliver the following documents to the Registrar of Companies:
(a) a certified copy of the instrument defining the company's
constitution;
(b) a Form F1 stating the address of the principal place of
business, particulars of directors, secretary and authorized
representative in Hong Kong, etc.;
(c) a certified copy of the company's Certificate of Incorporation
(or its equivalent); and
(d) a certified copy of the company's latest accounts
The requisite fees include an application fee of HK$1,720
(if unsuccessful, an application for the refund of HK$1,425
may by made) and a filing fee of HK$20 for each of the documents
mentioned in items (a) to (d) above.
Q2. How should copies of the documents submitted
under section 333 be certified?
Answer: The documents should be certified pursuant to paragraph
3 or 7 of the Companies (Forms) Regulations.
Under paragraph 3, the documents should be certified by an
official of the Government to whose custody the original is
committed; or by a notary public in the oversea company's
place of incorporation.
Under paragraph 7, the documents should be certified on oath
by a director, secretary, manager or an authorized representative
of the company before a person having authority to administer
an oath in the place where the certification is made.
Q3. How should the translation of documents
submitted under section 333 be certified?
Answer: The translation should be certified pursuant to Paragraph
6 or 7 of the Companies (Forms) Regulations.
Under paragraph 6, the translation should be certified as
correct by the translator and the competence of the translator
to translate should be certified in the following manner:-
(a) by a notary public in the place where the translation
is made if the translation is made outside Hong Kong; or
(b) by a notary public or solicitor in Hong Kong if the translation
is made in Hong Kong.
For certification under paragraph 7, the translation should
be certified by a sworn translator, court translator, authorized
public translator, certified translator, expert translator
or official translator.
Q4. Who can act as the authorized representative
of an oversea company?
Answer: (a) a person resident in Hong Kong; or
(b) a firm of solicitors or professional accountants having
a place of business in Hong Kong; or
(c) a solicitor corporation having a place of business in
Hong Kong; or
(d) a corporate practice within the meaning of section 2 of
the Professional Accountants Ordinance (Cap. 50).
Q5. How can I report the change of director
or secretary of an oversea company?
Answer: A specified form D2 with a filing fee of HK$20 has
to be submitted to report the change. If several changes effected
on different dates with a lapse of more than 21 days in between
are reported in the form, additional filing fees at the rate
of HK$20 per such change are payable.
Q6. How can I report the change in the principal
place of business in Hong Kong, registered office or principal
place of business in the place of incorporation of an oversea
company?
Answer: A specified form F2 with a filing fee of HK$20 has
to be submitted to report the change. If several changes effected
on different dates with a lapse of more than 21 days in between
are reported in the form, additional filing fees at the rate
of HK$20 per such change are payable.
Q7. How can I report the change of the Hong
Kong authorized representative of an oversea company?
Answer: A specified form F3 with a filing fee of HK$20 has
to be submitted to report the change. If several changes effected
on different dates with a lapse of more than 21 days in between
are reported in the form, additional filing fees at the rate
of HK$20 per such change are payable.
Q8. How can I report the change of name of
an oversea company?
Answer: A specified form F5 has to be submitted with supporting
documents such as the Certificate of Incorporation on Change
of Name, Commercial Register, Resolutions etc. to evidence
the former and the new company names and the effective date
of the change of name. A fee of HK$1,425 has to be paid for
the issue of the Certificate of Registration of Change of
Name and a filing fee of HK$20 is required for the form F5.
Q9. What is the statutory time limit for
filing an annual return and the accounts of an oversea company?
What are the filing fees?
Answer: Every oversea company is required to deliver to the
Registrar of Companies, at least once in every calendar year
and at intervals of not more than 15 months, an annual return
(Form ARF1) signed by a director, the secretary or an authorized
representative in Hong Kong and a certified copy of the accounts
of the company (including the balance sheet, profit and loss
account, group accounts, directors' report and auditors' report).
A filing fee of HK$140 is required for an annual return whereas
HK$20 has to be paid for filing accounts.
Q10. What are the criteria and procedures
for applying for exemption from filing the annual return and
accounts of an oversea company?
Answer: If an oversea company has substantially the general
characteristics of a private company and it is not required
by the law of the place of its incorporation to publish its
accounts or to deliver copies to any person in whose office
they may be inspected as of right by members of the public,
it may apply to the Registrar of Companies for exemption from
filing the annual return and accounts within one month after
the end of each of its financial year. The application should
be supported by a certificate made by a lawyer or auditor
practising or licensed to practise in the place of incorporation
of the company, or by an independent solicitor or auditor
practising in Hong Kong.
Q11. What document should be delivered for
registration to report the cessation of place of business
in Hong Kong of an oversea company? What is the filing fee?
Answer: A Notice of Cessation of Place of Business in Hong
Kong should be delivered for registration with a filing fee
of HK$20. There is no specified form but the contents of the
notice should include the following:
"(Name of company) has ceased to have a place of business
in Hong Kong with effect from (Date)."
The notice has to be signed by a director, the secretary or
an authorized representative in Hong Kong. If the company
is in the process of liquidation, it can be signed by the
liquidator.
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