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 : 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 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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