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Establish a Branch in Hong Kong

Updated on Thursday 14th March 2019

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By Vlad Cuc, specialist in company formation matters

The branch in Hong Kong is an extension of the parent company and it is one of the available methods through which foreign corporations can enter the Hong Kong market. The branch has a set of important advantages but also some particularities that need to be taken into consideration.
 
Foreign business owners who want to expand their activities in Hong Kong have several options regarding the business entity. When deciding to establish a branch in Hong Kong, company owners should know that its main feature is that this type of business form is dependent on the foreign parent company.
 
The main requirements for companies willing to open a Hong Kong branch are the following:
  • - to present a valid Business Registration Certificate for the parent company, issued by the country where that business is registered;
  • - to have a valid name in Hong Kong; this name check should be performed in advance as the branch will be named after the foreign company and it is important to know if the name if available;
  • - to have a registered address in Hong Kong for a branch and also to appoint a branch representative.
A branch is a form of doing business in Hong Kong that has several advantages, however, foreign business owners are encouraged to explore all existing business options, such as the subsidiary - the main alternative to the branch, or the representative office.
 
Our agents who specialize in company formation agents in Hong Kong can give you all of the needed information about this type of business so that you can decide if the model suits your interests and if it will be suitable for the company’s purposes in Hong Kong. 
 
 

Key facts about branches in Hong Kong

 
The list below highlights the main characteristics of a branch in Hong Kong:
  • A branch in Hong Kong is a legal entity registered at the Company Registry: Even though it has lighter registration and reporting requirements, any new branch in Hong Kong needs to follow the registration procedure.
  • The parent company abroad is fully liable for the branch’s actions: Unlike the subsidiary, the branch is an extension of the parent company and thus the foreign company is accountable for the debts and liabilities of the branch office located in Hong Kong.
  • The branch can engage in the activities of the foreign company: the local activities in which the branch can engage in Hong Kong are limited to those performed by the foreign company.
  • The branch will only be taxed on its Hong Kong profit: the city has a territorial taxation regime, meaning that only Hong Kong income is taxed; what’s more, then branch can benefit from the provisions of the double tax treaties.

We created a simple scheme that shows how a foreign company can open a branch in Hong Kong and the main particularities of this business form. Take a look!

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Any branch in Hong Kong must have an appointed officer: a Hong Kong resident who is authorized to accept legal notices served for the company. The officer can be an individual or an accounting firm. Although no minimum capital is required for a branch in Hong Kong, it must have a place of business/office located in Hong Kong. The name of the branch is generally the same as the one of the parent company, however, if the name is already taken by another company in Hong Kong, the Companies Registry has the right to declare that the name cannot be taken. You can use our simple name check tool to find out if a name is already in use.
 
There are no requirements for a minimum share capital when incorporating a Hong Kong branch.
 

Registering a branch in Hong Kong

 
The registration procedure has several steps and it begins with the approval of the company name. After the name is cleared, the branch must make an application for branch office registration at the Companies Registry.
 
The documents requested for registration are:
  •     - details about the branch: registered address, local representative.
  •     - a copy of the foreign company’s incorporation documents and a certified             copy of its Certificate of Registration;
  •     - a copy of the most recent accounts of the mother company;
  •     - the details of the local representative.
All documents must be submitted in English or Chinese. The documents are submitted to the Companies Registry and because the branch is not a legal entity in itself, but an extension, the foreign company’s Memorandum and Articles of Association will be used to open the branch. In other cases, for example, when opening a private limited liability company in Hong Kong, this entity will have its own constitutive documents. The branch registration procedure should last approximately two weeks. After this time, the Companies Registry will issue a Certificate of Registration of non-Hong Kong Company.
 
The branch must also apply for a Business Registration Certificate at the Inland Revenue Department and apply for any necessary business licenses. A local bank account must be opened for the branch. A foreign company opening a branch in Hong Kong is required to apply for the branch registration within one month before setting up a place of business in the city.
 

Compliance of branch offices in Hong Kong

 
Once a management seat is registered with the Companies Register in Hong Kong, a branch office will automatically be subject to the same compliance requirements of all other local companies. Any change brought to the management structure of the branch must be announced to the Trade Registry which will update the info in its records accordingly. This means that if business partners will want to conduct a company due diligence process, they will be able to carry out a search with the Trade Register where they will find information on the branch office’s name and address. Our company formation consultants in Hong Kong offer company due diligence services to foreign investors doing business with local companies.
 
Part of the compliance requirements of the Hong Kong Commercial Code is also obtaining a license for certain activities carried out in the country. However, the branch office may only undertake the same activities of the parent company.
 

Taxation of branch offices in Hong Kong

 
Just like any other Hong Kong company, the branch office will respect the same tax regulations imposed by the Inland Revenue Department. Moreover, the Hong Kong branch is also required to file annual accounts with the Companies Register which will be signed by the director, by the authorized representative or secretary. A special mention should be made regarding the representative, which must be acknowledged by the Registrar upon the incorporation of the branch office.
 
This is why our company registration agents in Hong Kong offer nominee director and secretary services, which can be very useful when it comes to respecting the legislation and requirements imposed by the Companies Register.
 

Alternatives to the branch office in Hong Kong

 
While the branch presents many advantages, as described above by our agents, it is also important to remember one of its defining traits, the fact that the parent company remains liable and accountable for its Hong Kong branch. This, along with the fact that the branch does not have legal capacity on its own (in case of litigation, for example), can determine some foreign companies to look for alternatives. The table below presents the characteristics of the two other options for foreign companies expanding to Hong Kong: the subsidiary and the representative office.
 
Issue
Subsidiary
Representative Office
Name and activities
Can be the same as that of the parent company or it can be a new name (if available and if observing the conditions for company names).
Like the branch, it must have the same name as the parent company abroad.
Liability
The subsidiary is a separate legal entity recognized just as any other Hong Kong resident company, thus the liability of the subsidiary does not extend to the parent company.
The foreign company bears full liability for the debts and actions of its representative office in Hong Kong.
Management and activities
It is managed as a local resident limited liability company or a joint stock company; it has one director, one shareholder and a company secretary who must be a Hong Kong resident. Can perform any business activities, the same as the parent company and/or other ones.
The representative office can only be set up for promotional, marketing, liaison, research or in any case non-profit activities; it must have one representative in Hong Kong who will be relocated here from the foreign office.
Time required to register
A few working days, approximately one week or more.
Just a couple of working days, less than for the subsidiary or the branch.
Taxation and auditing
The subsidiary is taxed like any other registered company in Hong Kong. The general auditing and accounting requirements available for Hong Kong companies will apply for this business form.
The representative office is not taxed because it cannot derive profits from Hong Kong. There are no applicable accounting and auditing requirements.
 
Our company formation agents in Hong Kong can give you detailed information about these different types of structures suited for foreign company incorporation, like the subsidiary of a foreign company or the representative office.
 
Expanding an already existing business in Hong Kong is an important step and one that can bring many benefits to the current company. The Special Administrative Region presents many advantages, in terms of ease of doing business, the simple company incorporation procedure, the low taxes and the fact that it offers an international business environment. Needless to say, expansion through a branch office is performed after a company has reached a certain level of maturity and if the Hong Kong market presents the needed characteristics to ensure a profitable branch set up. If you would like to receive personalized counseling on how your business could benefit from an expansion to the Hong Kong market, do not hesitate to reach out to our agents. Doing business in Hong Kong, and thus having easier access to the important market that is Mainland China, can be a suitable business option for an expanding company. 
 
Please contact our consultants if you have any questions about how to open a company in Hong Kong
 
 

Comments

  • Adam 2017-02-16

    I want to open a branch for my Malay company and I will definitely contact you.

  • Selena 2017-02-16

    Very good and useful movie! Thank you!

  • Andrew S 2017-02-17

    It's great that you included the taxation for branches.

  • Henrich 2017-02-20

    It seems that is not that complicated to register a branch office.

  • Diana 2017-02-26

    The movie was also helpful!

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