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Registration of Non Hong Kong Company

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					14                                                                                                                                                     the address of the principal place
                                                                                         Important
                                                                                                                                                       of business in Hong Kong and in
                                                                                         This pamphlet is intended to provide a general                the place of incorporation;
                               COMPANIES REGISTRY
                                                                                         guide. The Companies Registry and the Registrar
                                                                                         of Companies will not be liable for any errors or             the address of the registered office
                                                                                         omissions.     Please refer to the Companies                  in the place of incorporation;
                                                                                         Ordinance, Chapter 32, Laws of Hong Kong for the
                                                                                         detailed requirements. You can purchase a copy                the particulars of the directors and
                                                                                         of the Companies Ordinance from the Online
               Registration of                                                           Government Bookstore (www.bookstore.gov.hk) or
                                                                                         call the Publications Sales Section of the
                                                                                                                                                       secretary of the company and the
                                                                                                                                                       authorized representative in Hong
                                                                                         Information Services Department at (852)                      Kong.
             a Non-Hong Kong                                                             2537 1910. You can also view the full text of the
                                                                                         Ordinance at www.legislation.gov.hk.
                                                                                                                                                   “Authorized representative” refers to a
                                                                                                                                                   person who is authorized to accept on
                 Company                                                            1.   Do I have to register my non-Hong Kong
                                                                                                                                                   behalf of the company service of
                                                                                                                                                   process and any notices required to be
                                                                                         company in Hong Kong ?                                    served on the company. An authorized
                                                                                                                                                   representative who is an individual
                                                                                         If your non-Hong Kong company is a body                   should be resident in Hong Kong or
                                                                                         corporate and has established a place of                  which is a body corporate or a firm
                                                                                         business in Hong Kong, it is required to                  should be either a solicitor corporation,
                                                                                         register under Part XI of the Companies                   a corporate practice within the
                                                                                         Ordinance.                                                meaning of section 2 of the
                                                                                    2.   What is a “place of business” ?                           Professional Accountants Ordinance
                                                                                                                                                   (Chapter 50) or a firm of solicitors or
                                                                                         Pursuant to section 341 of the Companies                  certified      public        accountants
                                                                                         Ordinance, a “place of business” includes a               (practising).
                                                                                         share transfer or share registration office but
                                                                                         does not include an office specified in the         (b)   a certified copy of the instrument
                                                                                         Twenty-fourth Schedule to the Companies                   defining the company’s constitution
                                                                                         Ordinance (Note 1).                                       e.g. Memorandum and Articles of
                                                                                                                                                   Association, Charter and Statutes;
                                                                                    3.   When should I register my non-Hong
                                                                                         Kong company under Part XI of the                   (c)   a certified copy of the company’s
                                                                                         Companies Ordinance ?                                     Certificate of Incorporation (or its
                                                                                                                                                   equivalent) issued by the relevant
                                                                                         You should apply for registration within one              government authority in the place of
                                                                                         month of the establishment of the place of                incorporation;
                                                                                         business in Hong Kong.
                                                                                                                                             (d)   a certified copy of the company’s latest
                                                                                    4.   What documents should I submit for                        published accounts as required by the
                                                                                         registering my   non-Hong    Kong                         law of the place of incorporation, the
                                                                                         company ?                                                 laws of any other jurisdictions where
     Address : 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong.        (a)   a specified form N1 “Particulars of a               the company is registered as a
     Website : www.cr.gov.hk                                                                                                                       company, or the rules of any stock
     Cyber Search Centre : www.icris.cr.gov.hk
                                                                                               Non-Hong Kong Company Registered
     E-mail : crenq@cr.gov.hk                                                                  in Hong Kong” reporting -                           exchange or similar regulatory bodies
     Enquiry Hotline (IVRS) : (852) 2234 9933                                                                                                      in any of those jurisdictions; and
                                                                                                  the date of establishment of the
     February 2011                                                                                place of business in Hong Kong;
                                                                                                                                             (e)   a Notice to Business Registration
                                                                                                                                                   Office (IRBR2)
5.   If the documents mentioned in items                 file a specified form N12 “Statement of         11.      How long does it take ?
     4(b), (c) and (d) of my company are                 Approved Name for Carrying on Business                   Normally, the Certificate of Registration of
     not in Chinese or English, do I need to             in Hong Kong by a Non-Hong Kong                          Non-Hong Kong Company and the
     submit their translation in Chinese or              Company” specifying the name approved                    Business Registration Certificate, as the
     English?                                            by the Registrar under which it proposes to              case may be, will be issued in 14 working
                                                         carry on business in Hong Kong. For                      days. The presentor of the registration
     For the constitution and the latest                 details, please refer to the Note on the
     published accounts, only a certified                                                                         documents will be notified by fax to collect
                                                         operation of section 337B of the                         the certificate(s) in person at the
     translation thereof in Chinese or English           Companies Ordinance.
     needs to be filed. However, for the                                                                          Companies         Registry.   A      written
     Certificate of Incorporation (or its                                                                         authorization will be required if the
                                                         For other points to note, please refer to the            presentor sends a representative to collect
     equivalent), both the certified copy in the         Registry’s “Company Names Guidelines”
     original language and its certified                                                                          the certificate(s).
                                                         which     can      be     downloaded       at
     translation in Chinese or English should be         www.cr.gov.hk or obtained at the New            12.      Where can I           ask    for   further
     filed.                                              Companies Section on the 14th floor of the               information ?
6.   How should the documents of my                      Queensway Government Offices.                            Please call the New Companies Section of
     company and their translation be              8.    What are the requisite fees for                          the Companies Registry at (852)
     certified ?                                         registering my non-Hong Kong                             2867 2587.
     If the documents are not originals, they            company ?
     should be certified pursuant to Paragraphs            HK$1,425 for the issue of a Certificate
     3 or 7 of the Companies (Forms)                       of Registration of Non-Hong Kong              Notes:
     Regulations.     For the translation of               Company
     documents, they should be certified                   HK$295 lodgment fee (the lodgment fee
     pursuant to Paragraphs 6 or 7 of the                  paid is non-refundable)                       1.       The office specified in the Twenty-fourth
     Companies (Forms) Regulations.         For            If the non-Hong Kong company has not                   Schedule refers to a local representative
     details, please refer to the Companies                yet registered its business under the                  office established or maintained with the
     Registry External Circulars No. 2/2007                Business Registration Ordinance, the                   approval of the Monetary Authority under
     and No. 3/2007.                                       prescribed business registration fee and               section 46 of the Banking Ordinance
                                                           levy must also be paid upon submission                 (Cap. 155) by a bank as defined in section
7.   Are there any provisions in the                                                                              46(9) of that Ordinance.
     Companies Ordinance which regulate                    of the application for registration and
     the use of corporate name by a                        IRBR2. Please refer to the Business
                                                           Registration Fee and Levy Table for the       2.       Business Registration Certificate will only
     non-Hong Kong company in Hong                                                                                be issued to a non-Hong Kong company
     Kong ?                                                relevant fee.
                                                                                                                  which has not yet registered its business
     Pursuant to section 337B of the Companies     9.    Where can I obtain the specified                         under the Business Registration Ordinance.
     Ordinance, if the corporate name of a               forms?
     non-Hong Kong company is the same as or             You can download the specified form N1          3.       You can download Companies Registry’s
     too like a name appearing or which should           and IRBR2 at www.cr.gov.hk. You can                      external circulars, the Note on the
     have appeared in the index of company               also purchase a hard copy of the form N1                 operation of section 337B and the Business
     names kept by the Registrar of Companies,           and obtain a free copy of the IRBR2 on the               Registration Fee and Levy Table at
     the Registrar may serve a notice on the             14th floor, Queensway Government                         www.cr.gov.hk; obtain hard copies at the
     company not later than six months from              Offices, 66 Queensway, Hong Kong.                        Companies Registry or by fax through the
     the date on which the company complies                                                                       24-hour enquiry hotline (IVRS) (852) 2234
     with section 333 or, where there has been a   10.   What can I get?                                          9933.
     change in its corporate name, section 335           A Certificate of Registration of Non-Hong
     of the Companies Ordinance.            The          Kong Company and a Business
     company on which a notice is served has to          Registration Certificate (Note 2).

				
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posted:10/1/2011
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