Certificate of Registration of Non-Hong Kong Company
A company incorporated outside Hong Kong may need to register with the Hong Kong Companies Registry when it establishes a place of business in Hong Kong.
The Certificate of Registration of Non-Hong Kong Company is the official certificate issued after the overseas company has successfully completed registration as a registered non-Hong Kong company.
Under the Companies Ordinance, a non-Hong Kong company that establishes a place of business in Hong Kong generally has to apply for registration within one month of establishing that place of business.
What Is the Certificate of Registration?
The certificate confirms that an overseas company has been registered in Hong Kong as a registered non-Hong Kong company.
It should not be confused with a Certificate of Incorporation issued to a company newly incorporated in Hong Kong.
The registered non-Hong Kong company remains incorporated under the law of its original jurisdiction. Hong Kong registration records the overseas company for the purposes of operating through a Hong Kong place of business and complying with the applicable Hong Kong corporate requirements.
The certificate can therefore be relevant when the overseas company needs to demonstrate its registered status in Hong Kong.
When Is Registration Required?
A company incorporated outside Hong Kong may fall within the registration requirements when it establishes a place of business in Hong Kong.
Examples may include an overseas company establishing a physical commercial presence or another qualifying business establishment in Hong Kong.
The registration requirement is different from simply selling products or providing services to Hong Kong customers from overseas. Whether a particular arrangement constitutes a place of business should be assessed based on the company's actual circumstances and the applicable legal requirements.
For companies that do need to register, the application should generally be made within one month of establishing the Hong Kong place of business.
Registration of a Non-Hong Kong Company: Form NN1
The principal application document for registration of a non-Hong Kong company is Form NN1.
The application provides information about the overseas company and its Hong Kong presence.
Information can include:
• Company name
• Place of incorporation
• Principal place of business in Hong Kong
• Directors
• Company secretary, where applicable
• Authorized representative in Hong Kong
• Corporate information
• Details of the company's constitution
• Other prescribed particulars
The application must be accompanied by the required supporting documents and the Notice to Business Registration Office, Form IRBR2.
Documents Required for the Certificate
An overseas company applying for foreign company registration Hong Kong should prepare the required corporate documents before submitting Form NN1.
The Companies Registry generally requires:
• Certified copy of the company's constitutional document, such as its charter, statutes or memorandum and articles of association
• Certified copy of the company's certificate of incorporation or equivalent specified certificate
• Certified copy of the latest published accounts, where applicable
• Form NN1
• Form IRBR2
• Required information about directors, company secretary and authorized representative
• Other documents required under the applicable circumstances
If a document is not in English or Chinese, an appropriately certified translation may be required.
How to Register a Foreign Company in Hong Kong
The general process to register foreign company in Hong Kong can be organised into several stages.
1. Determine Whether Registration Is Required
Assess whether the overseas company has established a place of business in Hong Kong that falls within the registration requirements.
2. Prepare Form NN1
Complete the prescribed application with accurate corporate and Hong Kong establishment information.
3. Certify Supporting Documents
Prepare certified copies of the required constitutional, incorporation and financial documents.
4. Prepare IRBR2
The Notice to Business Registration Office must be submitted with the registration application as required under the one-stop registration arrangement.
5. Submit the Application
The application can be submitted electronically through the Companies Registry's e-Services Portal or in hard copy.
6. Receive the Certificate
After approval, the Companies Registry issues the Certificate of Registration of Non-Hong Kong Company and, where applicable, the Business Registration Certificate.
Electronic Certificate of Registration
The Companies Registry provides electronic registration services for overseas companies.
For applications submitted electronically, the Certificate of Registration of Non-Hong Kong Company is issued electronically in PDF format. The applicant receives notification through the e-Services system and registered email address.
Electronic and hard-copy certificates have the same legal effect. For electronic applications, the certificate should be downloaded and retained because electronic certificates are kept in the e-Services system for a limited period.
How Long Does Registration Take?
The Companies Registry states that a Hong Kong non-Hong Kong company registration application can normally result in the certificate being issued within 10 working days after submission, subject to processing.
Electronic applications are processed through the Companies Registry's e-Services Portal.
The actual timeframe can depend on whether the application and supporting documents are complete and acceptable for registration.
What Information Does the Certificate Confirm?
The certificate serves as evidence that the overseas company has been registered in Hong Kong as a registered non-Hong Kong company.
For companies registered on or after 27 December 2023, the number shown on the certificate uses the first eight digits of the company's Business Registration Number as the identification number under Hong Kong's Unified Business Identifier arrangements.
The certificate should be retained with the company's corporate records and may be required when dealing with banks, professional advisers, counterparties or other organisations that need evidence of the company's Hong Kong registration status.
Certificate of Registration vs Certificate of Incorporation
These two certificates represent different corporate situations.
Certificate of Incorporation
• Issued when a new Hong Kong company is incorporated
• Creates a Hong Kong-incorporated legal entity
• Applies to companies incorporated under Hong Kong company law
Certificate of Registration of Non-Hong Kong Company
• Issued to an overseas company registered in Hong Kong
• Does not create a new Hong Kong subsidiary
• Records the overseas company's registration as a registered non-Hong Kong company
• Relates to an existing company incorporated outside Hong Kong
This distinction is important for international groups deciding whether to establish a Hong Kong subsidiary or register an existing overseas company.
Ongoing Compliance After Registration
Receiving the certificate does not end the company's Hong Kong obligations.
A registered non-Hong Kong company may need to maintain and update information with the Companies Registry.
Relevant filings can include:
• Annual return requirements
• Changes to directors or company secretary
• Changes to authorized representative
• Changes to registered address
• Changes to the company's constitutional documents
• Changes to corporate particulars
• Other prescribed notifications
For example, Form NN3 is used for the annual return of a registered non-Hong Kong company, while other NN forms cover specific changes to company information.
Business Registration and the Certificate
Company registration and business registration are connected but separate regulatory concepts.
Under Hong Kong's one-stop company and business registration service, an application to register a non-Hong Kong company generally includes the required Notice to Business Registration Office.
Where applicable, the Companies Registry issues the Business Registration Certificate together with the Certificate of Registration.
A company that has already registered its business under the Business Registration Ordinance follows the applicable procedure for providing its existing business registration information.
Why Choose YKG Global?
YKG Global can support overseas companies with non-Hong Kong company registration requirements, including:
• Assessment of the appropriate Hong Kong registration route
• Form NN1 documentation coordination
• Corporate document preparation support
• Foreign company document coordination
• Authorized representative documentation
• Companies Registry filing assistance
• Business registration coordination
• Post-registration compliance support
• Corporate banking assistance
Our support helps international companies coordinate Hong Kong registration requirements while maintaining consistency between their overseas corporate records and Hong Kong filings.
Call us or fill out our contact form to schedule a consultation today.
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