14 the address of the principal place
of business in Hong Kong and in
This pamphlet is intended to provide a general the place of incorporation;
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 : firstname.lastname@example.org 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
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).