Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?
A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.
Representative office
- For liaison, market research and similar support only; it cannot carry on profit-making business.
- If it starts creating legal obligations, it must become a branch or a company.
- A non-Hong Kong corporation with a representative or liaison office in Hong Kong still needs business registration.
Branch (registered non-Hong Kong company)
- Not a separate legal entity. The parent is fully responsible for the branch's debts.
- Must register with the Companies Registry within one month of setting up a place of business in Hong Kong (Part 16 of Cap. 622) and keep up filing obligations.
- Suits parents wanting to trade under their existing name and legal identity.
Subsidiary (local limited company)
- A separate Hong Kong legal person, so the parent's exposure is generally limited to its investment (unless it gives guarantees).
- Easier to bring in local partners or investors and often easier to open bank accounts for.
- Has its own director and secretary requirements.
Choosing Ask whether you need to trade or only to explore, whether you want liability ring-fenced, and whether the parent is willing to be directly liable and to disclose its accounts. Foreign tax treatment of branch profits is outside this section.
Legal basis
- Companies Ordinance (Cap. 622), Part 16, s.776
- Business Registration Ordinance (Cap. 310)
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
- How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
- How does a partnership work in Hong Kong, and what is a limited partnership?A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
- What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
- How do I incorporate a limited company in Hong Kong, step by step?Pick a name, then file Form NNC1, the articles of association and the business registration notice (IRBR1) with the Companies Registry, usually online through the e-Services Portal. Once the name clears and fees are paid, a certificate of incorporation and business registration certificate are issued together.