Procedure for Change of Registered Office in Hong Kong

Varun Hariharan

04 Nov, 2020

Any domestic or international company would want to carry out compliances for registering their office in Hong Kong. If a company wants to shift their registered office to another place in Hong Kong, then there is an official procedure for carrying out the change of registered office. Change of Registered Office has to be carried out compulsorily in Hong Kong to comply with the law and other

Types of Companies in Hong Kong (Change of Registered Office)

There are different business structures in Hong Kong. Hence it is mandatory to consider the requirement for registered office change in Hong Kong.

The following types of business entities are present in Hong Kong:

• Domestic Companies
• International Companies

Domestic Companies- Companies which are incorporated locally in the Special Administrative Region (SAR) of Hong Kong would be classified as domestic companies. These companies would not have foreign shareholders. However, companies that are incorporated domestically would have domestic shareholders. When such companies consider a change of registered office in Hong Kong, then they have to inform the regulatory authority regarding the change. The regulatory authority that deals with the registered office change in Hong Kong is the Registrar of Companies.

International Companies- International Companies would be classified as companies that have their main registered office outside the region of Hong Kong SAR. These companies would have mostly foreign shareholders. When an international company or a foreign company is set up in Hong Kong, it is mandatory to register them with the Hong Kong Registrar of companies. When they change their office, it is important to notify the registrar regarding the change of registered office in Hong Kong.

What is the Main Regulatory Authority dealing with Change of Registered Office in Hong Kong?

The primary regulatory authority dealing with the change of registered office in Hong Kong is the Registrar of Companies in Hong Kong. This authority deals with all matters about company incorporation and procedural matters for carrying out the business of the company.

Hence, the company must file the registered office change documents with this authority when the premises of the physical office are changed. Apart from this, the law that deals with the procedure for change of registered office in Hong Kong is the Companies Ordinance^[1] (Cap 622).

All the rules and regulations on the registered office change in Hong Kong are present under this ordinance.

The Registrar has to keep all the information of the company up to date.  This provision is present under section 27 of the Companies Ordinance (Cap 622).

Apart from this, compliance has to be maintained by the office from time to time with the registrar of companies.

What information has to be kept with the Registrar for Change of Registered Office?

Section 27 of the Companies Ordinance (Cap 622) specifies the requirements for keeping information with the registrar of companies Hong Kong.

As per the section, the registrar must keep information and records regarding:

• All the records and information in the form of physical form and electronic form, which is concerning the change of registered office in Hong Kong.
• Any form of information or certificate which is provided by the registrar regarding this ordinance.
• Any information which is contained in the prospectus. This would only be applicable with respect to the Public company. As a public company only offers its shares to the public in a registered stock exchange.

All these requirements have to be followed by the registrar under section 27(1) of the Companies Ordinance (Cap 622).

When it comes to change of registered office, under section 27(3), the registrar has to keep information on key executives such as a director and company secretary for correspondence.

Under section 27(4) of the companies ordinance (cap 622), the registrar must keep information such as correspondence with the key management executives of the company. Apart from this, the registrar must also have key information such as the address of correspondence of the registered office of the company.

• In case there is a change of registered office in Hong Kong, then the appropriate notice of the same must be kept with the registrar of companies. This would comply with the rules of section 27(4)A of the companies ordinance (cap 622)
• The registrar must ensure that the address must be sent in accordance to the requirements of section 92(3) of the previous companies’ ordinance or section 658(3) of the present companies’ ordinance (cap 622). This provision comes under section 27(4) a (i) of the companies ordinance of Hong Kong.
• That the office has been registered in compliance with the provisions of the ordinance. This comes under section 27(4) a (ii) of the companies’ ordinance.

If there is a change of registered office in Hong Kong, then the records have to be kept according to the provisions which are consistent as per section 27 of the Companies Ordinance (Cap 622) of Hong Kong.

As per section 28(2), the records which are kept with the registrar of companies have to be accessible by any individual when asked for.

Registered Office

Under section 658 of the companies’ ordinance (cap) 622, a company must have a registered office in Hong Kong. The provisions of registered office would apply to both domestic companies as well as international companies.

• For any form of internal and external communications, the office or registered office must be updated with the registrar. This provision comes under section 658(1) of the companies’ ordinance of Hong Kong.
• Under section 658(2) of the ordinance, if the certificate of incorporation has a specific place of business for the registered office in Hong Kong, then the same must office must be used for carrying out the business.
• Section 658(3) requires the company to notify the registrar if there is a change in the place of conducting business.  This notice of change or registration notice must be delivered to the registrar of companies within 15 business days of such change taking place. The shift of registered office in Hong Kong must be intimated to all stakeholders. This include all the concerned stakeholders.
• The annual returns or the annual statement which is provided by the company does not have to go by the provisions for the change of registered office in Hong Kong.
• If the company does not follow the provisions of sub-section one and sub-section 3 of section 658 of the Companies Ordinance, then the company would be liable to be fined.

Under the companies’ ordinance of Hong Kong, section 120 speaks about the requirement of having a registered office in Hong Kong. If the company plans to shift the registered premises or the office in Hong Kong, then the same has to be intimated to the concerned authorities.

Which companies would the change of registered office apply to?

Typically the change of registered office would apply to all entities which have their business in Hong Kong. Moreover, any entity which is registered under the purview of the Companies Ordinance (Cap 622) and the Registrar of Companies would have to abide by the rules of change of registered office.

The change of registered office ould apply to the following entities:

• Limited Liability Company
• Private Limited Companies
• Public Limited Companies
• Limited Liability Partnerships
• Foreign Organisations Defined under the Ordinance

Limited Liability Company- A limited liability company is an entity whose liability is limited to the members. The members, i.e. the directors and shareholders of this form of entity, enjoy a status different from the company. Under section 658 of the companies’ ordinance, a limited liability company would have to notify the registry for shift of registered office.

Private Limited Company- A private limited company is an entity which does not have its shares registered in a public stock exchange. When changing the registered office of a private limited company, the company has to inform all the concerned stakeholders regarding the same.

Public Limited Company- A public limited company is an entity whose shares are listed in a public stock exchange. The public limited company must inform the shareholders about the change of the registered office of the company. Compliance has to be met according to the requirements of the Companies Ordinance Cap.

Limited Liability Partnership- A LLP or limited liability partnership would have to inform the concerned authorities for shift of registered office of a partnership in Hong Kong.

Foreign Organisations defined under the ordinance-Foreign companies that are defined under the Ordinance would have to inform the concerned authority for the change of registered office in Hong Kong.

What is the process of change of registered office in Hong Kong?

Proper procedures have to be followed for registered office change in Hong Kong. It is important to comply with the relevant procedure.

The following procedure must be followed for change in registered office in Hong Kong:

• Internal Meetings- The shift in registered office in Hong Kong has to be carried out in compliance with the Companies Ordinance of Hong Kong. Hence, compliance has to be met under the requirement of section 658 of the companies’ ordinance of Hong Kong. If the decision for the shift of registered office is taken, then a special resolution has to be passed in the shareholders meeting or the general meeting. In the general meeting, majority votes have to be considered for the shift of registered office.
• Taking Resolutions- All the requisite resolutions have to be taken by the prescribed authorities for shift of registered office. One of the primary agendas in the board meeting would be the change of registered office.  If this resolution passes, then it would lead to having the general meeting, where majority votes are required for the resolution.
• Notifying the relevant authorities- If the resolution for change of registered office is taken, then the main office and concerned executives must be notified. This must be carried out within 30 days. Apart from this, under section 658 of the Companies Ordinance of Hong Kong, the registrar must be intimated about the shift of registered office. This must be communicated or intimated to the registrar within 15 business days of such change of registered office. When notifying the respective authority, all information regarding the change of registered office must be provided.
• Final Steps- Once the company carries out the above procedures, there are specific steps which have to be performed to intimate all the concerned stakeholders of the company. This would involve informing the relevant authorities and respective interested members. The following members have to be informed about the shifting of registered office.
• Public- Public will include the general public. However, it will also involve an interested class of individuals who have some form of relationship with the company.
• Shareholders- Shareholders will be considered to be divided into external shareholders and internal shareholders. External shareholders would be the general public. Apart from this, external shareholders can also involve shares which are provided to public companies. A company is considered a legal person under this. Hence a company can subscribe to the shares of another company.
• Government Authorities- Government authorities would also include the registrar of companies. Once the information about the shift of registered office in Hong Kong is filed with the registrar of companies, the same will be publicised.
• Clients and Potential Customers- If a company produces different products and services, and then the change of registered address must be informed to the customers of the company. If this step is carried out, the customers can contact them.
• Letter Heads and Emails- The registered office change information has to be mentioned in all correspondence in the company. This would also include the information to be included in all letterheads and emails.

Hence, if a company registered in Hong Kong wants to shift the registered office, then the above procedure must be utilised.

Conclusion