The registered address of a company in Hong Kong is not just a formality but one of the key elements for successful registration and subsequent business operations in this international jurisdiction. The choice of a registered address affects not only compliance with the law but also your company’s business reputation. In this article, we will examine in detail all aspects related to the selection, registration, and maintenance of a company’s registered address in Hong Kong.
Legal Address of a Company in Hong Kong: Definition
In Hong Kong, a registered address is a mandatory requirement for company registration, and this address must meet certain legal requirements. According to Section 658 of Chapter 622 of the Companies Ordinance, all legal entities are required to have a registered address within Hong Kong. The address must be physical, not a P.O. Box, and must be able to receive notifications from Hong Kong government authorities.
If the provisions of this requirement are violated, the company and each responsible person are considered to have committed an offense. In such cases, the company and responsible persons are subject to a fine of 50,000 Hong Kong dollars (HKD) and up to 1,000 Hong Kong dollars for each day the violation continues.
It is also important to note that even if a company is foreign but conducts lawful business in Hong Kong, it is required to have a registered address within the SAR Hong Kong.
To ensure your company’s registered address meets all necessary requirements, it must adhere to the following criteria:
- Physical Location: The address must be within Hong Kong.
- Accessibility: The specific address must be able to receive correspondence during business hours.
- Company Name Display: The company name must be clearly displayed on a sign at the entrance.
Difference Between Registered Address and Business Address
It is important to clearly distinguish between a registered address and a business address. Specifically:
- Registered Address: This is the physical address of the company registered with Hong Kong government authorities, where official correspondence can be sent. According to the law, this address must be located within Hong Kong.
- Business Address: This is the physical address where the company actually conducts its profit-oriented commercial activities. The location of the business address is not restricted by law and can be either in Hong Kong or outside of it. This is the address where the founder, director, or other employees are physically present and actively working, performing operational activities. It can also be the home address of the director or founder if they work from home.
The Hong Kong SAR government annually sends letters to companies from the Census and Statistics Department and the Inland Revenue Department. Since your company’s registered address is the only information the government has to send you official notifications, such as tax returns from the Inland Revenue Department or surveys from the Census and Statistics Department, it is important for you, as the company director, to choose the correct address and process these documents in a timely manner.
The business address of the company is typically used for receiving business correspondence from clients and partners, exchanging product samples, and conducting business meetings. This helps maintain commercial confidentiality and ensures the convenience of receiving documents directly into the hands of authorized persons.
Additionally, having a business address outside of Hong Kong provides an additional argument for applying the territorial principle of taxation to exempt the company’s profits from sources outside of Hong Kong from taxation.
What Documents Must Be Kept at the Company’s Registered Address
According to the Hong Kong Companies Ordinance, a company is required to keep its registers and corporate documents either at its registered address or at another officially registered location in Hong Kong. The documents that must be retained include:
- Register of Members (Section 627).
- Register of Significant Controllers (Section 653H).
- Register of Directors (Section 641).
- Register of Company Secretaries (Section 648).
- Register of Charges (Section 352).
- Copies of Instruments Creating Charges (Section 351).
- Register of Debenture Holders (Section 308).
- Minutes of Board and Shareholder Meetings (Sections 481, 483, 618).
These documents can be stored at another location within Hong Kong, but the Companies Registry must be notified within 15 days of their relocation.
Additionally, the Certificate of Incorporation and the current Business Registration Certificate must be kept at the company’s registered address.
Other documents on which the above are based.
To store documents at another location within Hong Kong, you must submit Form NR2 to the Hong Kong Companies Registry within 15 days of their relocation.
Types of Registered Addresses in Hong Kong
Choosing the right registered address is an important step when registering a company in Hong Kong. Let’s consider the main available options:
Registered Address Provided by a Corporate Secretary
In Hong Kong, it is standard practice to use the services of a licensed corporate secretary, who is authorized to provide a registered address to companies based on their license obtained from the Hong Kong Companies Registry.
Typically, a registered address for one year is included in the company registration package and is subsequently renewed along with all other necessary procedures required by law.
The corporate secretary operates professionally, ensuring the receipt of correspondence from government authorities, processing it promptly, and informing the company’s authorized persons.
Additionally, the corporate secretary maintains all legally required documents at the company’s registered address and takes necessary actions to keep them updated. The secretary also ensures the visibility of your company’s name at the registered address.
Using the secretary’s registered address is a reliable option, helping to avoid issues with timely receipt or processing of government notifications.
Moreover, this option is the most cost-effective for companies that do not have their own office in Hong Kong.
It is important to note that using a registered address from a secretary does not provide conditions for recognizing the company’s profit source from within Hong Kong. The corporate secretary is a legally established role in the company, and payments to the secretary and the use of their registered address do not affect the company’s territorial source principle of taxation for tax exemption purposes.
Virtual Address in Hong Kong
This is an address provided by a direct tenant or subtenant. Typically, this type of lease does not involve the company being physically present at the address. It is important to ensure that the landlord can provide timely receipt and processing of correspondence from government authorities. Additionally, a problematic issue is ensuring the storage of company registers, as this address does not allocate workspace for storing the company’s registers and documents.
The rationale for using a virtual address separately from that provided by a secretary is not obvious and can be counterproductive in many aspects. Moreover, it is a more expensive rental option and less secure in terms of document storage.
Renting an Office or Workspace
This option is only advisable when your company needs to have a physical presence in Hong Kong and provide workspaces.
It is undoubtedly the most expensive option, costing tens or even hundreds of times more than using a registered address from a corporate secretary. This is due to the extremely high cost of real estate and rent in Hong Kong.
When renting an office or workspace, the company needs to have staff who will receive and process correspondence from government authorities.
Having a physical office and employees in Hong Kong can also affect the company’s tax obligations, as it may indicate that business is being conducted directly within the SAR.
Additionally, you need to ensure the secure storage and updating of the company’s mandatory registers and documents.
Among the advantages are the prestige for the company and having substance in Hong Kong.
Home Address
A residential address can be used as a registered address (at least there is no direct legal prohibition), but it is important to ensure that the lease agreement with the landlord allows for such use. In most cases, landlords do not agree to lease their residential property for commercial purposes.
If you own the residential property, a lease agreement is not required, and using it as your company’s registered address (when the property owner is also a shareholder or director of the company) is possible. However, you must ensure that such use of your residential property is not restricted by house or building rules. Additionally, keep in mind that not all types of activities can be registered at a residential address.
If a company is registered at a residential apartment address, a nameplate with the company’s name must be installed on the door.
Also, consider that couriers from government authorities or partners will deliver correspondence to the registered address, and such constant activity may cause discomfort to other residents and lead to their dissatisfaction.
Changing the Registered Address of Hong Kong company
The registered address of a company, as stated in the registration documents, is considered the official address from the date of government registration until the registering authority receives a notification of address change in accordance with subsection 3 of the Ordinance. To change the registered address of a company, you must notify:
- The Hong Kong Companies Registry by submitting Form NR1 (“Notice of Change of Address Registered Office”).
- The Inland Revenue Department by submitting Form IRC3111A.
- If the company holds a specialized license, notify the relevant supervisory authority.
Notifications must be made within 15 days after the date of the change.
Additionally, before submitting the forms, an internal company resolution must be prepared and approved by the director.
Failure to notify about the address change is considered a serious offense. According to Section 658(5) of the Companies Ordinance (Cap. 622), failure by the company and its responsible persons to report the address change is a violation of the law. This can result in a level 5 fine, with the court imposing a fine of up to HKD 50,000. Additionally, a further fine of HKD 1,000 may be imposed for each day the offense continues.
When changing the registered address, it is also important to notify your partners, banks, and financial institutions.
Checklist of Actions After Changing the Registered Address
After successfully changing the registered address of the company, it is important to take several key steps to inform all interested parties and update information in the documents. Notify clients and customers, ensuring they are aware of the address change. Inform banks and insurance companies, and update their databases to avoid potential issues with transactions. Notify suppliers and service providers, as this is important for timely delivery and service provision. Update the new address on the company website and other correspondence, ensuring your contact information is current on all public platforms. Change the address on letterheads, envelopes, business cards, and invoices. Post a notice on the door of the new office; if the sign is not ready, place a temporary notice to prevent mail from being lost. These steps will help ensure the smooth operation of the company and maintain up-to-date information for all interested parties.
Frequently Asked Questions (FAQ)
Yes, a residential address can be used, but it must be located in Hong Kong and comply with legal requirements. A P.O. Box cannot be used as a registered address. It must also be accessible for receiving correspondence during business hours. If you are renting, you need to obtain permission from the landlord to use the address for business purposes. Additionally, a company nameplate must be installed on the door, which may cause inconvenience.
Failure to timely notify about a change in the registered address can lead to serious consequences. Companies may face fines up to HKD 50,000, as well as additional fines for each day the violation continues. Moreover, it can affect your reputation and lead to delays in receiving important correspondence from government bodies. It is important to ensure timely notification not only to government authorities but also to all your business partners, clients, and financial institutions.
A commercial address is beneficial not only for privacy but also for the perception of your company. An address in Hong Kong’s business district lends credibility to your business and increases trust from clients and partners. Additionally, using a commercial address eliminates the need to coordinate the use of residential premises with the landlord and helps avoid potential conflicts with neighbors or authorities. It is also convenient for conducting business that requires regular meetings with clients or partners.
By law, registration documents such as the Business Registration Certificate (BRC) and company registers must be kept at the registered address. If you decide to store them elsewhere in Hong Kong, you must notify the Companies Registry of the new storage location.