Non-Hong Kong Companies

There are no substantive changes to the registration regime for non-Hong Kong companies. However, for the purposes of enhancing regulation and modernising the law, the following clarifications and modifications have been made in the new CO -

• Clarifying provisions on changes of corporate names of non-Hong Kong companies (See answer to Q2 below);

• Clarifying provisions for striking off and restoring non-Hong Kong companies from or to the Companies Register (See answer to Q3 below);

• Moving certain procedural details to subsidiary legislation (See answer to Q4 below);

• Changing the reporting requirement for the addresses of individuals who act as company secretaries (See answer to Q5 below); and

• Modifying the penalty provisions to align with those of Hong Kong incorporated companies (See answer to Q9 below).

In addition, changes made in the registration of charges regime in Part 8 ("Registration of Charges") of the new CO will also apply to registered non-Hong Kong companies. Please refer to the Highlights on "Registration of Charges and their Discharge".

There is also a change introduced in the appeal process against a notice issued by the Registrar of Companies ("the Registrar") concerning the company’s name. Under the new CO, the appeal is to the Administrative Appeals Board and not the Court.

Under the old Companies Ordinance (Cap. 32), there is a requirement to notify the Registrar of any change of corporate name. The provision is fairly general. There may be uncertainty as to whether notification is required in certain circumstances. Section 778 of the new CO sets out clearly when and how notification of changes to corporate name should be made to the Registrar.

There are now express provisions in the new CO dealing with striking the names of registered non-Hong Kong companies off the Companies Register and restoration of non-Hong Kong companies to the Companies Register. Division 8 of Part 16 sets out the detailed procedures specific to registered non-Hong Kong companies.

The Companies (Non-Hong Kong Companies) Regulation (Cap. 622J) sets out -

• Particulars to be contained in an application for registration as a registered non-Hong Kong company;

• Particulars of documents to accompany an application for registration;

• Procedure for including a certified translation of a domestic name in an application for registration or on a change of name;

• Particulars of documents to accompany a notice of termination of authorized representative;

• Particulars to be contained in an annual return;

• Procedures relating to revision of accounts under section 790 of the new CO;

• Particulars to be contained in a return under section 791 of the new CO;

• Particulars of documents to accompany a return under section 791 of the new CO.

Yes. Company secretaries who are individuals are only required to report their correspondence addresses to the Registrar instead of their usual residential addresses (sections 3(1)(e)(ii)(B) and (4) of the Companies (Non-Hong Kong Companies) Regulation (Cap. 622J)).

Pursuant to sections 27(3)(c), (6)(a) and (6)(c) of the new CO, on the commencement of the new CO, the address of an existing registered non-Hong Kong company’s principal place of business in Hong Kong as recorded by the Registrar is to be regarded as the correspondence address of the company secretary. Therefore, if the company secretary is content to have the address of the company’s principal place of business in Hong Kong as his / her correspondence address, it is not necessary for the company to deliver to the Registrar a Form NN7 to report change of address of the company secretary.

If the company secretary wishes to use other address as his / her correspondence address, the company should deliver to the Registrar a Form NN7 to report a change of correspondence address of the company secretary pursuant to sections 791(1) and (2)(c) of the new CO.

Yes, the correspondence address will be updated automatically in such circumstances, provided that on or after the commencement of the new CO, a change of correspondence address of the relevant company secretary vide Form NN7 has not been delivered for registration.

The penalty provisions are modified so that offences which are committed by registered non-Hong Kong companies are subject to the same maximum penalty and daily default fine as for similar offences committed by Hong Kong incorporated companies.

There is no change in the requirement to file annual return of a registered non-Hong Kong company. If accounts are required under section 789 of the new CO to be delivered together with the annual return for registration, there is a new requirement that certified copy of the company’s latest published accounts for a period of at least 12 months is required to be registered.

1. an office or a place in Hong Kong where the company carries on its business and that is open to the public; or
2. the principal place of business of the company in Hong Kong.

• A non-Hong Kong company in liquidation, when displaying or stating its name, must –

  1. if its name is in a language other than Chinese, add “(in liquidation)” after the name;
  2. if its name is in Chinese, add “(正進行清盤)” after the name; or
  3. if its name is in Chinese and in a language other than Chinese, add “(正進行清盤)” after the name in Chinese; and add “(in liquidation)” after the name in that other language.

• A non-Hong Kong company in liquidation must, in every advertisement of the company in Hong Kong –
   
  1. state in legible characters its name and its place of incorporation; and
  2. where applicable, state in legible characters that the liability of its members is limited.