content
- 1. Concept of Branch Office in Hong Kong
- 2. Why should foreign companies open branch offices in Hong Kong?
- 3. Requirements to be complied with when establishing a branch office in Hong Kong
- 4. Procedures and processes for establishing a branch office in Hong Kong
- 5. Things to do after opening a branch office in Hong Kong
Your company already has a head office, do you want to expand your business needs in Hong Kong? Establishing a branch office in Hong Kong is one of the ways to be present and carry out business activities in Hong Kong besides the form of open company in Hong Kong or establishment of a representative office.
In this article, GLA will help you answer in detail about establishing a branch office in Hong Kong, from the preparation process, to compliance requirements, and operating a Hong Kong branch office to help you make the most accurate and correct decision on choosing the type of company operating in Hong Kong.
1. Concept of Branch Office in Hong Kong
A branch office in Hong Kong is a legal entity registered with the Company Registry. Unlike a subsidiary, a branch office is considered an extension of the parent company and as such the parent company is liable for all debts and obligations of its branch office.
2. Why should foreign companies open branch offices in Hong Kong?
Foreign companies should open branch offices in Hong Kong:
- Registering a branch office is faster than opening a subsidiary.
- No minimum capital required to open a subscription.
- Easy to control branch office operations and have direct connection with parent company.
- Enjoy tax incentives under local regulations and double taxation agreements applicable to branch offices.
- Transfers of shares in a Hong Kong subsidiary are subject to stamp duty. However, you do not have to pay stamp duty when transferring a Hong Kong company operated by a foreign company through a branch office.
- Closing a branch office is simpler and easier than closing a company or subsidiary.
3. Requirements to be complied with when establishing a branch office in Hong Kong
If you are preparing to establish a branch office in Hong Kong, you need to comply with the following requirements:
- Name: Generally, the name of the Branch Office must be identical to that of the overseas parent company. However, the Companies Registrar reserves the right to disallow Branch Offices from using the parent company name if such name is already in use in Hong Kong or is considered to be confusing or inappropriate.
- Staff: The Hong Kong branch office must appoint at least one person who is a Hong Kong resident and authorised to receive legal notices from the company. The authorised representative may be a natural person or a legal entity (a company or a corporate practice of solicitors or professional accountants).
- Constitution and Operations: The structure of the company and its operations are directed and governed by the Memorandum and Articles of Association (MAA) of the parent company. Branch Offices do not have separate MAA.
- Place of business: A branch office must establish a place of business in Hong Kong. The place must be a real physical location where legal documents and records are kept.
- Minimum capital requirement: None
- Required Documents: In general, the required documents for registering a Branch Office include:
- A properly filled application form providing details of the branch office such as registered address, local branch manager, details of parent company etc.
- A certified copy of constitutional legal documents (e.g., the parent company's Articles of Incorporation)
- A notarized copy of the parent company's Certificate of Incorporation
- A notarized copy of the latest accounts of the foreign parent company (If the company is not required to publish or disclose its accounts to the public, the submission of information on the accounts is not mandatory but if not, a reasonable explanation must be given).
- Personal information documents of the local branch manager of the Branch Office.
Note: Any documents not in English or Chinese must be translated into English or Chinese through official channels before application.
4. Procedures and processes for establishing a branch office in Hong Kong
Foreign business entities should consult professional services firms when registering a Branch Office in Hong Kong. The Branch Office must be registered within one month of establishing a place of business in Hong Kong. The registration procedure involves two steps: Approval of the Company Name and Filing of an Application for Registration of the Branch Office with the Companies Registry.
The name of the Branch Office must be the same as the parent company's name. The name will usually be approved, unless:
- Identical or similar to the name appearing in the "Company Name" section of the Companies Registry
- Trademark infringement
- Considered offensive or contrary to the public interest
Once the name has been approved, the next step is to submit the registration documents to the Companies Registry. The registration fee payable to the Companies Registry is 1,720 Hong Kong dollars.
If there are no delays in the company name approval process and the registration documents and records are correct and complete, it will only take about 2 weeks for the Companies Registry to sign the registration approval and issue the "Certificate of Registration of Non-Hong Kong Company".
Note: non-Hong Kong company is a company incorporated outside Hong Kong which has established a place of business in Hong Kong). The representative on the application will be notified by fax when the certificate is ready for collection. The certificate must be collected in person from the Companies Registrar. A written authorization will be required if the representative on the application appoints another representative to collect the certificate.
5. Things to do after opening a branch office in Hong Kong
1. Submit application for Business Registration Certificate
All Branch Offices are required to register their business with the Inland Revenue Department's Business Registration Office and obtain a Business Registration Certificate. Business registration with the Inland Revenue Department must be completed within one month of incorporation in Hong Kong. The Business Registration Number appearing on the Business Registration Certificate is also the tax identification number of the respective company.
Once successfully registered, the business registration certificate will be issued on the next working day and must be collected in person by the individual. The business registration certificate must be displayed conspicuously in the company office at all times.
2. Open a bank account for the Hong Kong branch office
After completing the Branch Office registration with the Business Registration Authority and the Inland Revenue Department, you can proceed to open a physical or digital bank account for the Hong Kong branch office.
Opening a physical bank account in Hong Kong will require you to be physically present at the bank (except for some banks that do not require this), and the approval and opening time will be within 1-2 months. Physical bank accounts will require a minimum deposit, transfer fees and annual maintenance fees will be higher than digital bank accounts.
Open a digital bank account you will Open card 100% online, quick opening time (from 5-7 working days). Digital bank accounts typically have no minimum deposit requirements, low or no transfer fees, and low or no account maintenance fees (depending on the bank you choose).
You should open two types of accounts in parallel: physical bank and digital bank. While waiting for the physical bank account to be approved, you can use the digital bank account for transactions and financial payments, without affecting the company's business operations. You should choose a consulting company to support and guide you in opening a bank account quickly.
3.Business License
Most businesses in Hong Kong do not require a business license. However, if the business requires a business license, it must be obtained before operating.
4. Ongoing Compliance
Notify the Company Registrar of any changes in information.
Changes relating to the Branch Office must be notified to the Business Registration Authority within one month from the date of change. Changes include:
- Notice of change of address
- Notice of change of secretary and director (Appointment / Removal)
- Notice of change of information of secretary and director
- Notice of change of authorized representative
- Notice of change of company name
- Notice of Termination of a Business Premises in Hong Kong
- Notice of change in charter, status...
File an Annual Return with the Business Registration Office.
Hong Kong branch offices are required to file annual returns with the Companies Registry.
An annual return, in a prescribed application form, containing the particulars of the company such as the address of the registered office, shareholders, directors, secretary etc. The annual return must be filed within 42 days of 1 year from the date of registration of the company in Hong Kong and once in each calendar year thereafter. Even if the particulars specified in the previous Annual Return have not changed, an annual return must still be filed confirming that there have been no changes since the last filing date.
The annual return shall include a certified copy of the most recent published accounts, except in the case of companies incorporated in jurisdictions or countries that do not require published accounts or disclosure to the public, or if the company was incorporated less than 18 months prior to the date of filing the annual return and the company's accounts required to be disclosed have not been prepared.
File Annual Tax Return with the Inland Revenue Department (IRD) of Hong Kong
A Hong Kong Branch Office is required to file an annual tax return with the Inland Revenue Department on an annual basis. Generally, the tax return must be filed within one month from the date of notification by the Hong Kong Inland Revenue Department (IRD). In case of necessity, an extension request may be submitted to the Inland Revenue Department.
A company is subject to profits tax if it carries on a trade or business in Hong Kong and derives profits from or derived from Hong Kong from such trade or business. This applies equally and without exception to a branch office of a foreign company in Hong Kong.
A branch office is not required to submit audited accounts as long as the branch office has provided the following information when filing its tax return:
- Place of establishment of foreign company
- Whether the laws of the country of incorporation require statutory audits of the company's worldwide accounts
- That the audit has been conducted
- Brief summary of accounting and financial records maintained by Hong Kong Branch Offices.
Note: Every company must keep sufficient records (in English or Chinese) to be available for determining the taxable profits of the business. All records must be kept for seven years from the date of the transaction. Failure to do so could result in a fine.
5. Public Disclosure Requirements
Hong Kong branch offices must comply with the following public disclosure requirements:
- Clearly disclose the country of incorporation in the Prospectus inviting subscriptions to subscribe for shares or bonds in Hong Kong
- At the place of business, always display conspicuously the company name, country of incorporation and (if appropriate) disclose the fact that its members have only limited liability.
- Clearly state on invoices, letterheads, notices and other official publications the name of the company and the country of incorporation.
- Notify the Companies Registrar if the office is in liquidation and must clearly state in its official publications that the office has been liquidated at the place of establishment.

- You want to expand your business in Hong Kong but not separate it from the parent company, a branch office in Hong Kong is the right type of company because it is quick to open, enjoys tax incentives and is easy to control operations from the parent company.
- You need to register the establishment of a branch office with the Companies Registrar.
- You are choosing the types of Hong Kong companies, please refer to: Private Limited Company Formation, partnership and Representative Office to make the most accurate investment decisions!

This article was published by GLA on 29/11/2015. Copyright and accompanying content are intellectual property of GLA. All rights reserved.
The guidance and content are for general information only and are not intended to provide specific guidance and advice on accounting, tax, legal or other professional advice. Readers should consult professional advisors on specific issues.