Change of Registered Office in Hong Kong
There are different forms of companies that are incorporated in Hong Kong. Companies that are domestically incorporated required to mandatorily have a physical office in Hong Kong. Foreign incorporated entities with branch offices in Hong Kong are also required to have a registered office address. When a company shifts its office, then the formalities for change of registered office must be conducted. These formalities must be conducted under the requirement of law. As per the Companies Act of Hong Kong, every company must have a registered office in Hong Kong.
Types of Companies in Hong Kong
Change of Registered Office in Hong Kong is applicable for all forms of corporate entities. The following corporate entities are formed in Hong Kong:
Limited Liability Corporation
Limited Liability Corporation is also known as a limited liability company is an entity formed whose liability is limited to a specific number of shares in the company. When the business changes its office, it is crucial to carry out the change of registered office.
Sole Proprietorship Organization
A sole proprietorship organization is started only by one individual. In this form of organization, there is only one business owner: the director of the business. The liability of a sole proprietor is unlimited. This means the sole proprietor does not enjoy limited liability status. A sole proprietor must file documents for change of registered office.
A partnership company is formed to share the profits between the partners. In a normal partnership company, the liability of the partners is unlimited. If the business premises of the partnership changes, then the partnership company has to apply to the prescribed authority for the change of registered office.
A foreign-owned company is incorporated outside Hong Kong but carries out its business through a branch or subsidiary. This form of entity also has to apply the prescribed authority for the change of registered office.
Private Limited Company
A private limited company is an entity formed with shareholders as well as directors. A private limited company is a company that is limited by shares. The shares of this form of entity are not registered in a stock exchange. As per the Companies Act of Hong Kong and respective ordinances, a private limited company must make an application for change of registered office when there is a change in the premises of the business.
Public Limited Company
For a public limited company, the shares are offered to the public. A public limited company must be differentiated from a private limited company. Shares are offered by a public limited company, through a stock exchange. A public limited company must apply to the prescribed authority for a change in the registered office. Change of registered office is mandatory as the public company would have to send share subscription information and other information to the shareholders.
Hence, any form of entity needs to apply for a change of registered office.
Importance for change of registered office in Hong Kong
As per the Hong Kong rules, it is mandatory for every private limited company to intimate the authority regarding the change of registered office. The main reason for this is for any form of future communication between the government authorities and the company.
Compliance with the Law
According to the Companies Ordinance of Hong Kong, a company is required to notify the Registrar of Companies ( Hong Kong Company registry), if the business premises are changed. Apart from this, the company has to notify even the business registration office of the change of premises of the business.
Company Secretary (CS)
A company secretary is one of the key executives of an organization. The CS must make sure that the business maintains compliance. Hence, if the business premises are changed, the CS must inform the registrar of companies for the change of premises.
Regulatory Authority for Change of Registered Office in Hong Kong
The primary regulatory authority for the change of registered office in Hong Kong is the Companies Registry. Apart from the above authorities, the Inland Revenue Department also administers change in registered business premises in Hong Kong. The primary law that regulates change in registered office in Hong Kong is the Companies Ordinance Act.
Eligibility criteria for Change of Registered Office in Hong Kong
Every company that is incorporated in Hong Kong or a foreign incorporated company having a subsidiary or branch office that is carrying operations in Hong Kong has to have a registered office. The following entities would compulsorily require to inform the relevant authority for a change in registered office.
Entities which are required to intimate the company’s registrar
- Private limited company
- Public limited company
- Foreign-owned company
- Limited liability partnership
- Limited liability corporation
- Start-up companies
A corporate entity must have a company secretary. The company secretary must decide on the change in the registered office of the business. The company's compliance must be maintained under the rules and regulations of the Company Registrar and the government of Hong Kong.
Procedure for Change of Registered Office in Hong Kong
The procedure for changing the registered office in Hong Kong is quite straightforward. As long as the relevant authorities are intimated about the change of registered office, there is no issue. The law that regulates the change of office in Hong Kong is the Companies Ordinance of Hong Kong.
Compliance with the Ordinance
Companies that change their business premises must comply with the company’s ordinance as promulgated by the government of Hong Kong. The ordinance requires all private companies to comply with the law. The law states that, when the company changes its premises, the company is required to apply to the companies registry regarding the same. This compliance is according to the requirements of law. This step is mandatory. Compliance is required as it will fulfil seamless correspondence between the company and the government authorities.
Taking Board Resolution
The companies’ ordinance requires the company to have a board meeting. One of the primary agendas in the board meeting is to take a resolution on the change of the registered address of the business. After having the board meeting, the company has to have a majority vote approval in the board meeting. Once the resolution is passed for change of registered office address, the executives have to move ahead with the procedural formalities of changing the office.
Once the resolution has passed in the board meeting, the company's key executives have to start the process of notifying the relevant authorities regarding the change in the business's registered office. The notification has to be provided to the business registration office where the business was first registered. This procedure must take place within one month (30 days). The notification to the business registration office must contain specific information such as the business registration number, old name, / new name of the business and change of address of the business. Along with this process, the requisite documents must be submitted to the relevant authority. Apart from the business registration office, the companies’ registry must be notified within two weeks (4 days).
Fulfilling the Check List for Change of Registered Office
Once the above procedures are carried out, the company must inform all the stakeholders of the business regarding the change of business premises. The company must also include the new office or registered business addresses in all the legal documents such as envelopes, letterheads, and business emails. The following are the stakeholders who have to be informed are as follows:
- Third-Party Suppliers, Authorities and government agencies.
Documents required for Change of Office in Hong Kong
The following documents are required for the change in registered office in Hong Kong:
- Resolution of Directors- This resolution is required to be submitted to the company registry.
- Form NR1- This is a crucial return required to be filed to the revenue authorities of Hong Kong.
- Form IRC 3111A- From IRC is supposed to be submitted to the Inland Revenue Service Authority of Singapore. Apart from this, the form also has to be submitted to the Business Registration Office in Hong Kong.
- Persons of Significant Control Register (PSCR) - This register has information on all the individuals who are in significant control. Must be submitted if the register is present in another locality.
- Form NR2- The documents such as the notice of registrar and circulars of the company must be kept in the business's registered office. This form has to be submitted to the Company Registrar.
- Bank Documents- The change of registered office must be intimated to the banking authorities. Requisite bank forms must be submitted to the bank. If this is not carried out within the prescribed period, then there can be bouncing of cheques and other issues with the business bank account, which is used by the company.
- POS 800- If applicable to the business. This form is used to redirect any mail services. This is to ensure that all the emails are redirected to the newly registered office in Hong Kong.
At Enterslice, we have expert professionals who can assist you in developing your business globally. Our professionals have expert knowledge of the change in registered office procedures in Hong Kong. Using our service for a change of office address would provide you with the following advantages:
- We will assist you in making the offline and online application for change of registered office address.
- We also offer documentation support services.
- We also offer post monitoring compliance service.
- We will liaise on your behalf with the Company Registry in Hong Kong.