The differences between a Hong Kong branch (registered as a non-HK company) and a Hong Kong subsidiary (incorporated locally) of a foreign company stem from the fact that, unlike a branch, a subsidiary is an entity which, under Hong Kong law, is entirely separate from its parent company. Both subsidiary and branch can perform any business activities of their parent company, and there are only slight differences in profit computation.
In the case of companies incorporated in the United States, the Registrar has determined that an exemption from the annual filing requirements will be granted if the company can satisfy each of the following requirements in respect of the entire year for which the exemption is claimed:the company has been either a wholly-owned subsidiary of another company or the actual number of its members has not exceeded 35 and;
Features of Hong Kong Private Companies Limited by Shares, Private Company Limited by Shares (Limited Liability Company, Private Company).No restriction on business activity but some business activities like banking or insurance activities or financial business (such as currency trading) requires obtaining relevant licences.
A company may be registered with an English name, a Chinese name, or an English name and a Chinese name. A company name with a combination of English words/letters and Chinese characters are not allowed.An English company name must end with the word "Limited" and a Chinese company name must end with the characters "有限公司".
Where a person joins with other people to conduct business for getting profits, this is a partnership business. The Hong Kong Partnership Ordinance defines partnership as the relation which subsists between persons carrying on a business in common with a view of profit. The law looks at the intention of the parties. When a person receives a share of the profits of a business, this is apparent evidence that he is a partner in the business.
A sole proprietorship business is the kind of business that is conducted by one person. The person runs the business on his own without sharing his business with anybody. He gets all the profits of the business, but he also takes up all the risks of the business. Although a sole trader does not have to be responsible to any business partners, he is wholly liable for all the debts incurred in the business.
A sole-proprietorship is a business firm owned by one person, and there are no partners. The sole-proprietor has absolute say in the running of the business firm. Management rests on that one person and his liability is unlimited.A partnership is made up of more than one person. Partnerships may have between two and twenty partners. Once there are more than twenty partners, the business entity must be registered as a limited company.
Under section 776 of the Companies Ordinance, when a Non-Hong Kong Company established the place of business in Hong Kong, it is required to register as a registered Non-Hong Kong Company at Companies Registry within one month. The procedures for registration are as follows:
Any foreign incorporated company may be registered in Hong Kong as a Non-Hong Kong company (also known as branch office) for those clients who simply wish to create a new Hong Kong entity. The procedure whereby a foreign company is registered in Hong Kong may result in considerable advantages over the equivalent procedure of incorporating a new Hong Kong local company. Those advantages may be summarised as follows:-
Foreign companies must register a Hong Kong branch with the Registrar of Companies within one month of "establishing a place of business in Hong Kong". In practice, it is sufficient if the application for registration is lodged with the Registrar within one month. It is common for foreign companies to complete the registration of a branch before actually establishing a place of business in Hong Kong.