Overseas company setting up spending-only entity in Hong Kong
The Representative Office (RO) is a form of business form exclusive to non-Hong Kong incorporated bodies (i.e. company incorporated not in Hong Kong) to register a place of representative or liaison office in Hong Kong. Business owner of RO can use its own name to hire local staff, purchase goods and services and any other money-spending activities but it cannot take part in any fund raising activities e.g. trading, sales, receiving money other than its oversea parent company and any activities that is intended to make profit.
It is commonly mixing up with the Branch and Subsidiary for oversea investors, it’s recommended to compare their value and select the best business form accordingly.
Please keep in mind that Representative Office is a classified as NOT a kind of body corporate and thus it needs NOT be registered in Companies Registry (CR) for a legal entities but still needs registration in Business Registration Office (BRO) for approval of engaging in business activities of expenditure-only in Hong Kong.
Who is eligible to register a Representative Office?
Every business owner who own an incorporated body registered outside Hong Kong (non-Hong Kong incorporated company) and has already deployed a place of business in Hong Kong.
“A place of business in Hong Kong” means a Hong Kong address for doing business.
Which certificate will I get after registration?
- A Business Registration Certificate (the Certificates)
When should I submit the registeration?
The registration must be submitted to Hong Kong government with 1 month after the beginning of this business.
Which document should I be ready?
- Domestic Name. The business name(s) of the non-Hong Kong company in its place of incorporation.(#1)
- Date of establishment of a “place of business” in Hong Kong. Registration must be no later than one month of its business start date.
- A Hong Kong address. A primary place of business in Hong Kong of this Representative Office.
- Register address of the non-Hong Kong company. The address in the place of incorporation.
- Particulars of Non-Hong Kong company’s Directors, Manager, or Company Secretary. Full Name and Signature
- a Certified Copy of applicant’s non-Hong Kong company’s Certificate of Incorporation produces by the authority in jurisdiction of company’s incorporation.
Remark #1 : “Domestic Name” means the name or names by which a non-Hong Kong company is registered in its place of incorporation. If none of the company’s domestic names is in Roman script or in Chinese, the company has to provide a certified translation of one of its domestic name(s) in English or Chinese, or both.
What Application Form should I use?
- Download Form Form 1(b) “Business Registration – Application by a body corporate for registration” created by Business Registration Office of Inland Revenue Department.
How much is the government fee of registration?
|1-year (HK$)||3-year (HK$)|
|Lodgement Fee (non-refundable)||295- (one-off)||NA|
|Certification of Registration of non-Hong Kong Company||1425-||NA|
|Business Registration Certificate (including fee and levy)||2250-||5950-|
Reference: Business Registration Fee and Levy Table
How can I submit the document and application form?
Before the submission:
What is “Certified Copy”?
Nearly all of the required document for submission requires Certified Copy, which mean a document copy (usually photocopy) is the true copy from this original document and certified by professional agency such as Certified Public Accountant, Lawyer, or the authority that issues this document. A Certified Copy bears the endorsement and signature of the trusted agency as a proof of certification. It usually is not expensive to obtain. Be aware that Certified Copy does not mean its original document is genuine.
When the required document of your non-Hong Kong company is not written in English or Chinese.
Certified translation of them into English or Chinese must be provided in addition to the Certified Copy of their original for submission is required. To obtain the certified translation into English or Chinese, you are advice to seek help from professional in your jurisdiction of incorporation.
The return of application Form 1(b), required documents and fee should be returned to Inland Revenue Department – Business Registration Office in person.
When and how can I take back the certificates?
The Certificates can normally be issued within 14 working days. Presentors will be notified by fax when the Certificates are ready for collection.
The Certificates have to be collected in person at the Companies Registry. A written authorisation will be required if the presentor sends a representative to collect the Certificates.