Registered non-Hong Kong company
A foreign company that sets up a place of business in Hong Kong must register with the Companies Registry within one month. The branch is not a separate legal entity.
- Entiva fee to form
- $759
- Government fees to form
- HK$1,775
- Run plan
- $129 a month
- Steps to form
- 6
- Ongoing filings
- 8
- Ways to close
- 4
Who it suits, and what defines it.
Governed by the Companies Ordinance (Cap. 622) Part 16.
Who it suits
- Foreign companies that set up an office or other place of business in Hong Kong.
- A place of business that is part of the foreign company, not a separate legal entity.
Key facts
- Statute
- Companies Ordinance (Cap. 622) Part 16
- Legal status
- Not a separate legal entity
- Registration
- Within one month of setting up
- Local presence
- A place of business in Hong Kong
- Representative
- An authorised representative in Hong Kong
- Annual return
- Form NN3, within 42 days of the anniversary
- Changes
- Reported within one month
- Controllers register
- Not required
What the law requires.
6 rules, each in plain words.
A principal place of business in Hong Kong
An authorised representative in Hong Kong
The representative accepts service of legal documents for the company.
Registration within one month of setting up
Under section 776 of the Companies Ordinance, on Form NN1.
An annual return on Form NN3
Due within 42 days after each registration anniversary, with a certified copy of the latest published accounts where section 789 applies.
Changes reported within one month
Directors and secretary, address, constitution, authorised representative and name.
Business registration
With the Inland Revenue Department (IRD), plus a branch certificate for each additional place of business.
How Entiva forms it.
6 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
6 steps- 1Check the name is available
A free search of the Companies Registry. Names are not reserved, so run it just before filing.
- 2Register the non-Hong Kong company
Form NN1 with IRBR2, the certified constitution and accounts, within one month. The Registry pledges to process it in 9 working days.
- 3Report the officers and authorised representative
Form NN6 for a director or secretary and Form NN8 for the authorised representative, within 1 month of the change.
- 4Register an approved Hong Kong nameOnly if needed
Only if the Registrar objects to the company's name, on Form NN12.
- 5Notify where the registers are kept
Form NR2, where it applies. It covers only the register of charges and copies of charge instruments.
- 6Register extra places of business
Form 1(d) for each additional branch, within one month of starting.
Documents
8- Application for registration on Form NN1
- Business registration notice IRBR2
- Certified copy of the constitution
- Certified copy of each specified certificate
- Certified copy of the latest published accounts, where required
- Authorisation of the Hong Kong authorised representative
- Certificate of Registration of Non-Hong Kong Company
- Business Registration Certificate, if issued
Who takes part
5- The foreign company is verified as a legal entity, down to its owners
- Each director is verified
- The company secretary is verified
- The Hong Kong authorised representative is verified
- Anyone owning over 25% of the company is identified
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
8 filings- File the annual return
Within 42 days after each registration anniversary (NN3), with accounts where required
- Renew business registration
By the date on the IRD demand note; if none arrives, tell the IRD within 1 month of expiry
- File the profits tax return
By the date stated on the IRD return
- Report foreign-sourced income (FSIE)
With the profits tax return, for multinational group entities with such income
- Notify the IRD of taxable foreign-sourced income
Within 4 months after the end of the basis period, if the IRD issued no return
- File the employer's return
Within 1 month of issue (BIR56A), even with no employees
- File the Pillar Two top-up tax notification
Within 6 months after the fiscal year end, for groups with revenue of EUR 750m or more
- File the Pillar Two top-up tax return
Within 15 months after the fiscal year end (18 for the first transition year)
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director, secretary or representative
- Record an officer or representative leaving
- Change an officer's or representative's details
- End an authorised representative's authority
- Change the company's address
- Change the company's corporate name
- Report a change in the constitution
- Report a change of place of incorporation
- Register an approved Hong Kong name
- Update business registration details
How it closes.
4 routes. The right one depends on whether it can pay its debts, and who starts it.
Cease the place of business
The foreign company stops operating in Hong Kong but continues to exist.
- 1
Tell the Registrar on Form NN13 within 7 days
- 2
Cancel the business registration
- 3
The Registrar removes the company from the register
Liquidation and dissolution abroad
The company is wound up outside Hong Kong.
- 1
Notify the start of liquidation on NN11 within 15 days
- 2
Notify the appointment of a liquidator
- 3
Notify changes in the liquidation proceedings
- 4
Notify that a liquidator has ceased to act
- 5
Notify the dissolution on NN14 within 15 days
Winding up by the Hong Kong court
A petition is presented in the Court of First Instance.
- 1
Present the winding-up petition to the court
- 2
Give the liquidator the statement of affairs within 28 days
Registrar strike-off and restoration
The Registrar strikes the company off. A company can apply to be restored within 6 years.
- 1
Reply to the Registrar's inquiry within 1 month
- 2
Apply to restore the company within 6 years
What Entiva does for you.
From the first filing to the last.
Registered non-Hong Kong company
- Registers the foreign company on Form NN1 with the business registration notice IRBR2.Restructuring
- Reports new directors, secretaries and authorised representatives on Forms NN6 and NN8.People
- Files the annual return (NN3) within 42 days, with published accounts where they are required.Ongoing
- Reports a change of Hong Kong address on Form NN9 within one month.Changes
- Renews the business registration certificate, with branch certificates.Ongoing
- Files the notice of cessation (NN13) within 7 days if the Hong Kong business closes.Closing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$759one-off
- Government fees
- HK$1,775
Steps marked only if needed are not counted.
Closing it
From $679
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Company secretary
- File the annual return
- Renew business registration
- File the profits tax return
- Notify the IRD of taxable foreign-sourced income
- File the employer's return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Register the non-Hong Kong company
- Register an approved Hong Kong nameOnly if needed
- Register extra places of business
- Report foreign-sourced income (FSIE)
- File the Pillar Two top-up tax notification
- File the Pillar Two top-up tax return
- Report a change in the constitution
- Report a change of place of incorporation
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $759, one-off. Government fees are passed through at cost.
Electronic HK$1,545; hard copy HK$1,720. BR fee and levy extra: HK$2,350 for 1 year in 2026/27.
HK$1,425 for NN12.
2026/27 branch certificate: 1 year HK$80 fee plus HK$150 levy; 3 years HK$208 fee plus HK$450 levy.
Excludes steps marked only if needed.
Every year
The Run plan costs $129 a month ($1,548 a year).
HK$180 on time. Late: HK$1,200, HK$2,400, HK$3,600, HK$4,800; re-delivery is charged at its own date.
Certificates starting 1 Apr 2026 to 31 Mar 2027: 1-year HK$2,200 plus a HK$150 levy; 3-year HK$5,720 plus HK$450, HK$6,170 in total; branch 1-year HK$230, 3-year HK$658.
Tax is payable on assessment: corporations 8.25% on the first HK$2m and 16.5% above; unincorporated 7.5% and 15%.
Changes
Routine changes are included in the Run plan.
HK$1,425 fee for registration of alteration of name.
HK$1,425 for NN12.
Closing it
Closing is a fixed-fee project, quoted before it starts.
HK$11,250 deposit to the Official Receiver plus HK$1,045 court fee at the High Court Registry. A further HK$3,500 deposit applies if a provisional liquidator is sought, and the court may direct more (r.22A).
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
Start with your first company.
We are onboarding a small group of founders and finance teams with entities in more than one country.