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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