Introduction

Hong Kong government is set to implement a new Unique Business Identifier (UBI) for local companies and entities. This initiative will use the 8-digit business registration number as new UBI, with a primary goal of eliminating potential errors caused by multiple identifiers. Furthermore, it can help companies authenticate their identities to business counterparts more effectively.

The Companies Registry has revised 83 specified forms under the Companies Ordinance (Cap. 622) for implementation of UBI. The rollout of the revised forms is timed to coincide with the launch of the Registry’s revamped online platform (i.e. revamped ICRIS) on 27 December 2023.

From 27 December 2023, Hong Kong companies will be required to use the revised form, using their business registration numbers as their UBIs. A transition period will allow some, but not all, of the existing forms to remain valid for 6 months after the implementation date.

This article summarises key features of the new arrangement and discusses its implications.

 

Business registration number as new UBI

Unique Business Identifier is an identification number that uniquely identifies legal entities. Several jurisdictions have already implemented similar initiatives, such as the Unique Entity Number (UEN) in Singapore, and the Unified Social Credit Identifier (统一社会信用代码) in the PRC. In Hong Kong, business registration number will be adopted as the new UBI for companies and entities.

Business registration number

Business registration number is the first 8 digits of the business registration certificate number assigned by the Inland Revenue Department pursuant to the Business Registration Ordinance (Cap. 310).

For instance, if the “Certificate No.” of a business registration certificate is “5xxxxxxx-000-04-17-A”, the corresponding business registration number is “5xxxxxxx”.

For companies incorporated or registered on or after 27 December 2023, the business registration number of a company will be adopted as the company registration number and shown as the “No.” on the certificate of incorporation or certificate of registration of non-Hong Kong company issued by the Companies Registry.

For existing companies, their business registration numbers will be used as their unique identifiers in all relevant forms to be submitted to the Companies Registry from 27 December 2023 onwards.

Company registration number

Company registration number is currently assigned by the Companies Registry and shown as the “No.” on the certificate of incorporation of a company or certificate of registration of non-Hong Kong company.

It is typically a 7-digit number but could be less for older companies. For instance, the company registration numbers of some of the oldest companies in Hong Kong have only one or two digits – e.g. “3” for The Hongkong and Shanghai Hotels, Limited, “77” for The Law Society of Hong Kong. Zeros are sometimes added to the beginning to create a 7-digit number (e.g. “0000077”) for clarity.

For companies incorporated or registered on or after 27 December 2023, the Companies Registry will no longer assign separate company registration numbers. Instead, a company’s business registration number as assigned by the Inland Revenue Department will be used.

For existing companies, reporting of company registration number will be replaced by reporting of business registration number.

Companies and entities affected by the new initiative

The new initiative does not only apply to companies incorporated or registered under the Companies Ordinance (Cap. 622).

The first phase of the new initiative has been in effect since 1 November 2021 for limited partnership funds.

The second phase, set to commence on 27 December 2023, will extend to:

• companies incorporated or registered under the Companies Ordinance (Cap. 622)
• open-ended fund companies incorporated or registered under Part IVA of the Securities and Futures Ordinance (Cap. 571)
• limited partnerships registered under the Limited Partnerships Ordinance (Cap. 37)
• registered trustees corporations incorporated under the Registered Trustees Incorporation Ordinance (Cap. 306)
• other entities formed or registered under various Ordinances administered by the Registrar of Companies

 

New Forms and Transitional Period

The Companies Registry has revised all relevant specified forms to facilitate the implementation of the second phase of the new arrangement. These revised forms are accessible on its website.

Companies and relevant persons/entities are expected to use these new forms from 27 December 2023.

As a transitional period, the Registry will continue to accept existing specified forms for a period of six months after 27 December 2023. However, this transitional period does not apply to the following:

• Form NNC1 - Incorporation Form (Company Limited by Shares)
• Form NNC1G - Incorporation Form (Company Not Limited by Shares)
• Form NNC5 - Application for Registration of Eligible Company
• Form NN1 - Application for Registration as Registered Non-Hong Kong Company
• all specified forms under the Securities and Futures Ordinance (Cap. 571) and the Securities and Futures (Open-ended Fund Companies) Rules (Cap. 571AQ)

 

Revamped ICRIS

The existing Integrated Companies Registry Information System (ICRIS) was first launched in 2005 as the core information system of the Companies Registry. The Companies Registry has embarked on a development project in 2018 to overhaul the existing information systems. The revamped ICRIS will be launched on 27 December 2023.

The new system aims to create a single integrated online platform, allowing customers to access different services such as e-filing, e-search and application for disclosure of withheld information/protected information and offering a number of new features.

For instance, the new system will also offer a search function for searching the corresponding business registration number of an existing company registration number.

 

Continued Use of Company Registration Number

Notwithstanding the adoption of business registration number as the new UBI, the company registration number of existing companies (i.e. the number displayed on the certificate of incorporation of a company or certificate of registration of non-Hong Kong company) will remain the same. In other words, existing company registration numbers will not be converted to business registration numbers by the adoption of the new UBI.

The company registration number of existing companies/entities may still function as a unique identifier, as an alternative to the new UBI. Further, given that a number of statutory provisions mandate the use of company registration number, the company registration number will remain relevant in the foreseeable future, unless new legislation legally replace them with the new UBI.

 

Conclusion

The new UBI initiative is designed to adopt a single unique identifier for Hong Kong businesses, enhancing communication across government departments and reducing potential errors.  The new initiative will apply to a wide range of companies and entities incorporated or registered in Hong Kong.

Company registration number will be “phased out” after 27 December 2023:

• Existing companies / entities and related persons will be required to report business registration numbers using the revised forms for the purpose of relevant ordinances.
• No separate company registration numbers will be assigned by the Companies Registry to a new company other than its business registration number assigned by the Inland Revenue Department.

Nevertheless, the company registration numbers of existing companies will still function as unique identifiers and remain relevant in the foreseeable future.

It is a long-standing practice to include company registration number as a unique identifier in contracts and commercial documents. With the implementation of this initiative, it is recommended that references to company registration number be replaced by business registration number, serving as the new UBI, to prevent confusion and ensure consistencies.

 

Key Takeaways

• The Companies Registry has revised all relevant specified forms under the Companies Ordinance (Cap. 622) (amongst other things).
• Relevant companies / entities and related persons should familiarise themselves with the revised forms published by the Companies Registry.
• Revised forms will be used starting on 27 December 2023.
• A 6-month transitional period will allow the use of some, but not all, of the existing forms.
• It is advisable to replace company registration number with business registration number in contracts and commercial documents as the new UBI for clarity and consistency.
• Users can look up an entity’s company registration number and business registration number at the revamped ICRIS from 27 December 2023.

Pan Tsang and Jocelyn Cheung

 

For specific advice on compliance and related matters in Hong Kong, please contact:- 
Pan Tsang  | pan_tsang@robertsonshk.com | +852 2861 8487

 

Disclaimer: This publication is general in nature and is not intended to constitute legal advice. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.