How to Register a Branch Office in Hong Kong

A Hong Kong branch office is an extension of the foreign parent company, not a separate legal entity. 

In Hong Kong, it is a registered non-Hong Kong company under the Companies Ordinance (Cap. 622), Part 16. The branch generally carries on the same business as its parent.

Why Choose a Hong Kong Branch Office?

• Same legal entity as the parent: the branch is legally part of the foreign company, giving the head office direct control.
• No minimum capital requirement: unlike some jurisdictions, Hong Kong does not require paid-up share capital to register a branch.
• One-stop registration: file Form NN1 with the Companies Registry together with IRBR2 for your Business Registration Certificate (BRC).
• Territorial tax basis: only Hong Kong-sourced profits are chargeable to Profits Tax, similar to a Hong Kong subsidiary.
• Possible treaty benefits: double tax treaty relief (if available) depends on the parent company’s tax residence and permanent establishment rules.
• Simpler closure: you can close the Hong Kong branch by filing Form NN13 and notifying the IRD, which is often simpler than deregistering or liquidating a subsidiary.

Branch vs. Subsidiary

Requirements to Follow When Setting Up a Branch Office in Hong Kong

To set up a branch office in Hong Kong, the foreign company must register as a non-Hong Kong company with the Companies Registry after establishing a place of business in Hong Kong. Here’s what you need to do:

Name

• Use the same corporate name as the foreign parent.
• If needed, apply for an approved business name in Hong Kong using Form NN12.
• Name approval does not grant trademark or other IP rights in Hong Kong.

Local Roles

• Appoint an authorised representative in Hong Kong (an individual resident or a qualified local firm).
• A company secretary is not mandatory for a Hong Kong branch.

Registered Address

• Maintain a principal place of business in Hong Kong (P.O. box not accepted).
• This address appears in Companies Registry and IRD filings and on public records.

Core Documents

• Certified copy of the instrument defining the constitution (e.g. memorandum and articles).
• Certified copy of the certificate of incorporation (or equivalent).
• Latest published accounts, if required under home law or if the company has published them.

How To Register a Hong Kong Branch (Step-By-Step)

1. Confirm the Deadline

Make sure you register as a non-Hong Kong company within 1 month after establishing a place of business in Hong Kong.

2. Prepare Certified Corporate Documents

Get certified copies of the foreign parents’:

• Constitution (e.g. memorandum and articles)
• Certificate of Incorporation (or equivalent)
• Latest published accounts (if required by home law or if published)

3. File With the Companies Registry and IRD

Submit:

• Form NN1 (Application for Registration as a Non-Hong Kong Company) to the Companies Registry
• IRBR2 to obtain the Business Registration Certificate (BRC) under the one-stop registration service

4. Pay the Statutory Fees

• CR NN1 fee: HKD 1,545 (e-filing) / HKD 1,720 (paper), plus the applicable BRC fee.

5. Appoint an Authorised Representative

Designate an authorised representative in Hong Kong (resident individual or qualified local firm) to receive notices and act on behalf of the non-Hong Kong company.

6. Set Up Banking and Operations

Open a Hong Kong bank account (if required) and put in place local operational processes, including invoicing, accounting, and internal controls.

7. Comply With Display Rules

Follow the name and disclosure requirements under Cap. 622M, display the registered name and place of incorporation at every business venue in Hong Kong and state them on business letters, invoices, and website pages directed at Hong Kong.

8. Diary Your Ongoing Compliance Dates

Track key deadlines for annual returns, BRC renewal, accounts, and notifications of changes (see next section).

Ongoing Compliance: Deadlines, Forms, and Events

Annual Return (Form NN3)

• File within 42 days after each registration anniversary.
• Attach a certified copy of the latest published accounts if required by home law or if accounts were published.
• Standard fee HKD 180 if lodged on time, as late filing attracts higher fees/penalties.

Changes to Directors or Secretary (Forms NN6/NN7)

• Form NN6 for appointments/cessations of directors or the company secretary.
• Form NN7 for changes in particulars.
• Deadline: within 1 month of the relevant change.

Authorised Representative (Forms NN8/NN8C)

• Form NN8 for appointment or cessation of an authorised representative.
• Form NN8C for changes in particulars.
• Deadline: within 1 month of the change.

Change of Address or Name (Forms NN9/NN10)

• Form NN9: notify any change of principal place of business in Hong Kong within 1 month.
• Form NN10: report any change of corporate name, attaching the supporting certificate of name change from the home jurisdiction.

Registration of Charges (Form NM1)

• If the Hong Kong branch creates a registrable charge over Hong Kong property, file Form NM1 with a certified copy of the charge instrument within the statutory time limit under Part 8 of the Companies Ordinance.

Display and Disclosure (Cap. 622M)

• Display the company’s registered name and place of incorporation at every business venue in Hong Kong (no P.O. boxes).
• State the same details on business letters, invoices, and website pages directed at Hong Kong customers.
• If members’ liability is limited, this must also be disclosed in specified documents.

Financial Statements and Tax

Profits Tax

• Hong Kong charges Profits Tax on income arising in or derived from Hong Kong (territorial basis).

Profits Tax Return

• File a Profits Tax Return with the Inland Revenue Department (IRD) every year.

Accounts Submitted With the Return

• If the parent’s home law does not require an audit and no audit has been done, the IRD may accept unaudited branch accounts, but it can still request audited figures or supporting information.
• If audited accounts exist (group or branch), submit them together with the Profits Tax Return.

Treaty Relief

• Any double taxation relief depends on the parent company’s tax residence and the terms of the relevant tax treaty (including permanent establishment tests).
• Treaty positions should be assessed on a case-by-case basis.

Closing a Hong Kong Branch

Companies Registry

• File Form NN13 (Notice of Cessation of Place of Business) with the Companies Registry within 7 days after the Hong Kong place of business ceases.

Inland Revenue Department / BRC

• Notify the IRD of business cessation for Business Registration Certificate (BRC) purposes within 1 month.
• Submit any final Profits Tax Returns and settle outstanding tax liabilities.

Records and Retention

• Keep key corporate, tax, and accounting records for a reasonable period to respond to any post-cessation enquiries from the Companies Registry or IRD.

Set Up a Branch Office In Hong Kong Today

Hong Kong is an attractive base for expanding into the Asia-Pacific region. 

If you do not want to set up a subsidiary immediately, a branch can be a practical way to start operations. Evaluate your goals, compliance capacity, and tax profile, and choose the structure that fits.

Is a branch right for you? Air Corporate can guide strategy, handle filings, and keep you compliant end-to-end.