Business Registration regulations in Hong Kong
6 minute read
The Business Registration Ordinance requires every person who carry on a business in Hong Kong, whether it is a sole proprietor, a partnership, a Hong Kong limited company or a non-HK company having business in Hong Kong, to apply for business registration (“BR”) within 1 month from the date of commencement of the business.
If the registered particulars of the business have changed, the business operator has to notify the Inland Revenue Department in writing within 1 month of the change. The registered particulars are available for public information at a fee.
Business registration is, however, not for regulating business activities. Neither is it a licence to trade. Let’s look into the details relevant to your business.
“Business” required to be registered
- Any form of activity carried on for the purpose of gain, e.g. trade, commerce, craftsmanship, profession etc.;
- Any club with facilities, services and exclusive club premises to its members;
- Every company incorporated in Hong Kong or non-HK company that has established a place of business in Hong Kong, regardless of whether it is actually carrying on any business in Hong Kong; and
- Every non-Hong Kong company that has a representative or liaison office in Hong Kong, or has let out its property situated in HK, regardless of whether it has established a place of business in Hong Kong.
However, a person who is only holding an office or employment is not regarded as carrying on any business and is not required to apply for business registration.
When to register
A company incorporated/registered under the Companies Ordinance
- Applications for company registration includes a simultaneous application for BR. The Business Registration fee and levy has to be paid at the time of registration. The business registration certificate will be issued together with the Certificate of Incorporation by Companies Registry.
- When the company is registered by way of a simultaneous application, it has to notify the Inland Revenue Department within one month of the date of commencement of business. Other than the business commencement date, the company has to include the business description and nature in the notification, which would be reflected in the updated business registration certificate.
Business carried on by Sole-proprietorship, Partnership and Unincorporated body of persons, Non-HK company, and Branch business
- Within one month from it’s date of commencement of business.
When you register your business, you may register a business name other than the company name registered with Companies Registry. The registered additional business name will be treated as a branch of the business, and a branch BR certificate will be issued at a fee.
Company Search Mobile Service
The Company Search Mobile Service (CSMS) of the Integrated Companies Registry Information System (ICRIS) allows you to conduct searches online in either English or Chinese on the current data of registered companies and the image records of documents registered and kept by the Registrar of Companies. For details, please visit http://www.icris.cr.gov.hk.
Display of certificate
The valid business registration certificate must be displayed at the address where the business is carried on. A valid BR certificate in original form to be displayed at the business address bears a machine-printed line showing the date of payment, the receipt number and the amount paid. Where BR certificates are issued in electronic form under the one-stop company and business registration service, companies must display a printed copy of such certificates.
Renewal of business registration
For registered business, its Business Registration Certificate has to be renewed annually (unless it is a certificate for 3 years). The business registration office will usually send the business registration renewal demand note by post to the business address approximately in the middle of the month preceding the commencement month of the renewal Business Registration Certificate.
For example, if the renewal Business Registration Certificate will commence in May, the Business Registration Office will issue the demand note in mid-April. Upon payment, the demand note will become a valid Business Registration Certificate. If you do not receive such a demand note, you should inform the Commissioner in writing within 1 month of the expiry of your current Business Registration Certificate.
The renewal can still be done either in person or by post as follows:-
- In person – you should visit the Business Registration Office with your old Business Registration Certificate and request a fresh demand note. If your business address has changed but the Business Registration Office has not been advised, you should also complete the form IRC 3111A to notify the change.
- By post – you should send a photocopy of your old Business Registration Certificate with a crossed cheque made payable to “The Government of the Hong Kong Special Administrative Region” to the Business Registration Office. A receipted Business Registration Certificate will be posted to your business address soon afterwards. If your business address has changed, you should also attach an advice of the new address specifying your business registration number, business name, old and new business address or registered office address, and the date of change.
With effect from 14 February 2011, all renewal demand notes will be issued in plain A4 size paper. For further details, please refer to “Format of Business Registration Certificates, Branch Registration Certificates and Renewal Notices”.
Electronic filing service
A full scale electronic filing service covering 84 specified forms and documents is available at the e-Registry portal. It allows you to deliver specified forms and related documents required for registration under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) to the Registrar of Companies in electronic form at the portal round the clock daily. Please visit their page for more information.
To facilitate electronic filing at the e-Registry, the following services are also provided:
- Annual Return e-Reminder Service – This service is free of charge. Electronic notifications for delivering annual returns will be sent by the system to the message boxes and registered email addresses of Users of the e-Registry. Users can readily access through a hyperlink provided in the notifications for electronic submission of Annual Returns (e-Forms NAR1 or NN3).
- Third Party Software Interface (“TPSI”) Service – Registered users can use this to submit their duly completed and signed electronic files of specified forms which are generated by third party software (i.e. software which is developed in-house or purchased from software vendor), in specified interface file formats with or without attachments, to the Companies Registry.
- Registration of Registered Agent Service – Company Users (except Business Registration Company Users) and Individual Users of the e-Registry may appoint their Registered Agents (“RA”) free of charge for the purpose of delivering commonly filed specified forms (other than applications for incorporation of local companies and registration of non-Hong Kong companies) in electronic form. An RA can be a company or a natural person.Note: Registration as an RA should not be regarded as conferring a licence on the RA or as providing any recognition of any qualification of the RA for provision of trust or company service. Please visit their website for more information.
You can also utilize the e-Monitor service to keep track of the filing records. Company Users of the e-Registry are provided with e-Monitor (Self-Monitor) free of charge to help them to stay vigilant of unauthorised filings or alterations of information of their companies.
Individual Users and Company Users can also subscribe to e-Monitor (Other Companies) (“subscriber”) at a fee of HK$17 per year to monitor the filing position of companies they specified. Through the e-Monitor service, electronic notifications will be sent to the relevant Company User and subscriber(s) instantly when a document is registered.
Business registration number is the Tax Identification Number (TIN)
Business Registration number is a unique number assigned to a business by the Inland Revenue. The Business Registration number comprises 8 numerals at the front of business registration certificate number (e.g. 99999999-&&&-&&-&&-&). All the numerals of the Business Registration number are used as the identifier equivalent to TIN for entities.
Obtain other permits of licences
Apart from BR, you may also need to apply for other types of licences or obtain the recognised professional qualifications for operating certain kinds of business.
Please visit the website of the Trade and Industry Department for information on other licences, permits, certificates and approvals relevant to import and export operations and other business operations in HK.
Failure to apply for business registration on time
Any person who fails to apply for business registration commits an offence and is liable to fine and/or imprisonment. Any person who applies for business registration more than 12 months after commencement of business has to pay BR fee and levy for current year plus any fee and levy for back years.
Sleek can assist with BR and branch business registration application, and notify the business registration office of any change of particulars in the BR certificate in both Hong Kong.
Connect with us for any query regarding this article or if you’d like us to help you with your Hong Kong business registration.