Hong Kong Companies: The Requirement for a Registered Office in Hong Kong
Like companies incorporated in many other jurisdictions, Hong Kong company law requires every company incorporated in Hong Kong to have a registered office address located in Hong Kong. Under the Companies Ordinance, the registered office is the address to which all communications and notices to the company may be addressed.
The Companies Registry does not accept the use of a post office box office address as a company's registered office address. A company's registered office address need not be the same as its business address. Generally, the name of the company must be shown at its registered office so that it is easily visible. There are exceptions where the company has yet to commence business (i.e. it has not yet had any accounting transactions) and where the company is in liquidation or receivership.
Purpose: Address for Service
Under the Companies Ordinance, any document may be served on a Hong Kong company by leaving it at, or sending it by post to, the company’s registered office. For example, the Registrar of Companies may send a letter to a Hong Kong company in respect of non-compliance with the Companies Ordinance by posting it to the company's registered office address. Equally, a creditor of a Hong Kong company may serve process to commence legal proceedings against the company by leaving it at the registered office address.
Given that legal communications may be regarded as having been duly delivered if posted or at left at the registered office, it is important for a company to ensure that appropriate arrangements are put in place at its registered office to ensure that communications are filtered and escalated to the directors of the company as may be appropriate.
Purpose: Keeping of Statutory Records
The Companies Ordinance requires every Hong Kong company to maintain certain registers, including, for example, a register of directors and, in the case of a company limited by shares, a register of shareholders. These registers must be kept in Hong Kong and are normally kept at the company's registered office. These registers are available for inspection by members of the public. As a result, it is important for a Hong Kong company to ensure that it has suitable administrative personnel in place to facilitate any inspection.
Similarly, the Companies Ordinance requires every Hong Kong company to keep copies of certain legal documents, including for example, special resolutions for the reduction of share capital. As with the registers, these must be kept in Hong Kong and are normally kept at the company's registered office. Some of these legal documents may be available for inspection by shareholders of the company.
Purpose: Correspondence Address of Officers
Under the Companies Ordinance, the registered office address is regarded as the correspondence address for the directors of a Hong Kong company.
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Timothy Loh Corporate Services has a long track record of providing a registered office for its clients, managing the flow of communications to the registered office and complying with statutory requirements for the keeping and inspection of records.