FAQ - Registered Non-Hong Kong Companies - Registration
- a22162
- Aug 3, 2024
- 5 min read
FAQ: Registered Non-Hong Kong Companies - Registration in Hong Kong
Understanding the Basics
What is a registered non-Hong Kong company?
A registered non-Hong Kong company is a company incorporated outside of Hong Kong that has established a place of business within the territory. To operate legally, it must register with the Hong Kong Companies Registry.
Why is registration necessary?
Registration ensures compliance with Hong Kong's legal framework and provides public access to company information. It's essential for establishing credibility and conducting business smoothly.
Registration Process
What documents are required for registration?
Form NN1: Details about the company, its directors, and authorized representatives.
Certified copy of the company's constitution (charter, statutes, or memorandum and articles of association).
Business registration certificate (if applicable).
What is the timeline for registration?
Registration must be completed within one month of establishing a place of business in Hong Kong.
What is the registration fee?
The fee consists of two parts:
Application fee to the Companies Registry (includes a non-refundable lodgment fee)
Business registration fee to the Inland Revenue Department
Can I register online?
Currently, online registration is not available for non-Hong Kong companies. You need to submit the required documents in person or through an authorized agent.
Post-Registration Obligations
What information must be updated after registration?
Changes to directors, company secretaries, authorized representatives, addresses, or the company's constitution must be reported to the Companies Registry within one month of the change.
Are there annual returns or filings required?
Yes, registered non-Hong Kong companies must file an annual return with the Companies Registry.
Additional Considerations
Can a foreign company operate in Hong Kong without registering?
No, it's illegal for a non-Hong Kong company to conduct business without registering.
What are the penalties for late registration?
Late registration can result in fines and potential legal issues.
Can I appoint a local representative to handle registration?
Yes, you can authorize a professional agent like a lawyer or accountant to handle the registration process on your behalf.
Registering a Non-Hong Kong Company in Hong Kong
Understanding the Requirement
If your company is incorporated outside of Hong Kong but intends to establish a physical presence and conduct business within the territory, you must register it as a "registered non-Hong Kong company" with the Hong Kong Companies Registry. This is a legal requirement to operate lawfully and transparently in Hong Kong.
Key Steps Involved
Establish a Place of Business:
This could be a physical office, a virtual office, or a registered address.
Ensure the address complies with Hong Kong's business registration regulations.
Prepare Necessary Documents:
Form NN1: This form provides details about the company, its directors, authorized representatives, and business address.
Certified Copy of Constitution: This includes the company's charter, statutes, or memorandum and articles of association.
Business Registration Certificate: If your company is already registered for business in its home country, a certified copy is required.
Appoint a Local Representative:
You must appoint an authorized representative who can accept legal documents on behalf of the company. This is typically a local resident or a company secretary.
Submit Application:
The completed Form NN1 and supporting documents must be submitted to the Hong Kong Companies Registry.
You can submit the application in person or through an authorized agent.
Pay Fees:
There are two types of fees:
Application fee to the Companies Registry
Business registration fee to the Inland Revenue Department
Obtain Certificates:
Upon successful registration, you will receive a Certificate of Registration of Non-Hong Kong Company and a Business Registration Certificate.
Important Considerations
Timeline: Registration must be completed within one month of establishing a place of business in Hong Kong.
Post-Registration Obligations: You must comply with ongoing reporting requirements, including annual returns and updates on company information.
Penalties: Late registration or non-compliance can result in fines and legal issues.
Additional Tips
Due Diligence: Understand Hong Kong's business environment, tax regulations, and legal framework before establishing a presence.
Business Plan: Develop a clear business plan outlining your operations, target market, and financial projections.
Compliance: Stay updated on Hong Kong's regulatory changes to ensure continuous compliance.
By following these steps and considering the key points, you can successfully register your non-Hong Kong company in Hong Kong and establish a solid foundation for your business operations.
Tax Implications for a Registered Non-Hong Kong Company in Hong Kong
Corporate Tax
Profits Tax: A registered non-Hong Kong company is subject to Hong Kong's Profits Tax on its profits arising from or derived from a business carried on in Hong Kong. The standard rate is currently 16.5%.
Double Taxation Agreements (DTAs): If your company's home country has a DTA with Hong Kong, you might be eligible for tax relief to avoid double taxation.
Other Taxes
Salaries Tax: Your Hong Kong-based employees will be subject to Salaries Tax on their income earned in Hong Kong. The tax rates are progressive.
Property Tax: If your company owns property in Hong Kong, it may be subject to Property Tax.
Other potential taxes: Depending on your business activities, you might also be subject to other taxes like Stamp Duty or Land Duty.
Tax Planning
Tax Structure: Consider the most suitable tax structure for your business, such as a branch, subsidiary, or representative office. Each structure has different tax implications.
Tax Incentives: Research potential tax incentives or exemptions available to your company, such as those for research and development or specific industries.
Tax Compliance: Ensure accurate tax reporting and filing to avoid penalties.
Visa Requirements for Employees
The visa requirements for your employees will depend on their nationality, the nature of their work, and the duration of their stay. Here are some common visa categories:
Employment Visa: For employees who will be working full-time in Hong Kong.
Dependent Visa: For spouses and children of employment visa holders.
Work Permit: For specific types of employment, such as construction or domestic work.
Student Visa: For employees coming to Hong Kong for studies or training.
Visitor Visa: For short-term business visits or tourism.
Important Considerations:
Quota Restrictions: Some visa categories have quotas, so planning ahead is essential.
Work Permit Conditions: Work permits often have specific conditions regarding employment type and salary.
For more detailed information, please refer to the official government website:
Companies Registry: https://www.cr.gov.hk/en/faq/non-hk-company/registered.htm
How Bestar can Help with Business Setup in Hong Kong
FAQ - Registered Non-Hong Kong Companies - Registration
Setting up a business in Hong Kong can be complex due to its unique legal and regulatory environment. Engaging the right professionals can streamline the process and minimize potential challenges. Here's a breakdown of how Bestar can assist:
Market Research and Feasibility Studies: Provides in-depth analysis of the Hong Kong market to determine business viability.
Company Formation: Handles the incorporation process, including company registration, obtaining licenses, and permits.
Business Plan Development: Creates a comprehensive business plan outlining goals, strategies, and financial projections.
Legal Compliance: Ensures adherence to Hong Kong's complex legal framework.
Contract Drafting: Prepares and reviews contracts, agreements, and legal documents.
Corporate Governance: Offers guidance on corporate governance best practices.
Financial Planning: Develops financial projections and forecasts.
Tax Compliance: Handles tax registration, returns, and audits.
Bookkeeping and Accounting: Manages financial records and reporting.
Financial Advisory: Provides financial advice on investments, funding, and cost management.
Work Permit and Visa Applications: Handles the application process for foreign employees.
Immigration Compliance: Ensures compliance with immigration laws and regulations.
Comprehensive Advisory: Offers combined expertise in tax and immigration matters.
Tax Planning: Develops strategies to minimize tax liabilities.
Immigration Strategies: Aligns immigration plans with business goals.
Cross-Border Compliance: Ensures compliance with both tax and immigration regulations.
By engaging Bestar, you can benefit from our combined expertise and reduce the risks associated with setting up a business in Hong Kong.
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