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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