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The Hong Kong Company Registry (the "Registry") continues its implementation of a Unique Business Identifier (the "UBI") for all entities under the administration of the Registrar, a project originally started in November 2021. The Business Registration Number (the "BRN”), which is given to a company during its incorporation process by the Business Registration Office of the Inland Revenue Department (the "IRD") in Hong Kong, will be adopted as the UBI by the Company Registry. The project, implemented in two phases, aims to improve the efficiency and coherence of the administration of company registration in Hong Kong.
Author: Yini Wu, Company Secretary / Paralegal
Adoption of BRN as new UBI: Enhanced Identification and Standardization for Effective Entity Regulation
The BRN is a unique number assigned by the Business Registration Office of the IRD upon a business registration in Hong Kong. The BRN can be found as the first 8-digits of the ‘Certificate No’, usually located at the bottom of the business registration certificate. There are no special characters or alphabets used. Typically, the format of the Certificate No. is 12345678-000-01-11-1. It is these same 8 numbers which will be adopted by the Registry as a UBI for a business.
The implementation of a single UBI helps the Hong Kong SAR government to enhance public service delivery and regulate entities more effectively. Upon completion, it will be possible to use BRN in communication and exchange of data across government departments and businesses to reduce the likelihood of errors caused using different identifiers in identifying the same entity. For example, it will act as the key number used by the Electronic Search Services of the Registry for searching and identifying a company or entity. Thus, it allows for precise identification and differentiation of entities, reducing the chances of confusion or duplication. It harmonizes the identification process and aligns it with international practices, making it easier to communicate and collaborate with entities both locally and globally.
Implementation of UBI: Phased Approach
To sustain Hong Kong’s leading position as an international financial center, the Registry has undertaken to implement UBI in two phases for entities under the administration of the Registrar of Companies.
Phase I, started in November 2021, was implemented for Limited Partnerships Funds ('LPFs'). LPFs are versatile investment vehicles attracting investors seeking flexibility. They can be easily formed with no minimum capital requirement or regulatory restrictions. This flexibility allows for diverse usage, including liquid strategies, feeder structures, or holding assets. The LPF Ordinance offers an opt-in registration scheme without excluding other funds. Hong Kong's strategic location and proximity to Mainland China provide unique advantages, serving as a gateway for investors to access the expansive Chinese market and its economic growth. An often used and strategic type of entity, hence a logical start for the Registry’s adoption program.
Phase II will be implemented simultaneously with the launch of the Registry’s revamped Integrated Companies Registry Information System (‘Revamped ICRIS’) on 27 December 2023 to cover all other types of entities, such as companies incorporated or registered under the Company Ordinance and Open-ended Fund Companies.
The Registry will be ready with revisions of all relevant forms to facilitate the completion of Phase II of the new arrangement, for the following major purposes:
Adopting the BRN as the UBI of a company or entity
A new structured format for reporting addresses
A revised format for reporting details of shareholders
Companies and relevant persons/entities are expected to use these new forms from 27 December 2023. All revised forms will be accessible on the Registry's website.
As part of the transition, 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, NNC1G, NNC5 AND NN1 have a shorter transitional period of four weeks (i.e. only new forms will be accepted from 25 January 2024 onwards);
All specified forms under the Securities and Futures Ordinance (Cap. 571) and the Securities and Futures (Open-ended Fund Companies) Rules (Cap. 571AQ).
UBI Implementation: BRN Conversion and Dummy BRN for Entities without a BRN
Before the completion of Phase II, the Registry will issue letters to existing companies about the adoption of BRN as the UBI number and the end of the currently used Company Registration Number (CRN).
For local limited companies/ entities who are registered with the Registry, but do not have a BRN under the exemption from registration under the Business Registrar Ordinance, arrangements have been made for them to receive a UBI. They will first receive a dummy BRN based on their Company Number, CR Number, or Company Registration Number as originally assigned by the Registry by adding a ‘C’ as the prefix for the dummy BRN. If the converted number is less than eight digits, “zero” is added to ensure a consistent format. This newly formatted number will then be adopted as the UBI.
For example, a local company incorporated before 27 December 2023 with a CR Number “12345” in the Registry's record but no BRN in records of the IRD, will have a dummy BRN as “C0012345” as its UBI. Similarly, a registered non-Hong Kong company with a CR Number "F1234” but no BRN record, will have a dummy BRN "F00001234".
Revamped ICRIS: Streamlined Services and Identification Number Change Evidence Acquisition
The existing Integrated Companies Registry Information System (ICRIS) was first launched in 2005 as the core information system of the Registry. The Registry has embarked on a development project in 2018 to overhaul the existing information systems. The revamped ICRIS is set to 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-filling, e-search and application for disclosure of withheld information/ protected information while also offering several new features.
After the implementation of the revamped ICRIS, companies or entities may acquire evidence for their identification number change to UBI from a Company Registry Information Sheet. An image record of this information sheet can be obtained through the Electronic Search Services (ESS) provided in the e-Services portal of the Registry. This can be done using the ‘Quick Search > CR/BRN Mapping” function provided in the Electronic Search Services of the Registry.
One can also find the corresponding BRN of a company or entity by inputting a currently assigned Company Number, CR Number, or Company Registration Number (CRN).
Alternatively, entities can apply for a Letter of Confirmation issued by the Registry as evidence, via the Electronic Search Services on the Registry's new e-Services portal. The Letter can be downloaded from the "Forms>Other Forms” section of the Registry's website on or after 27 December 2023. There will be an application fee of HK$130.
The end of CRN, in some time – still, replace references soon by the new UBI
The new UBI initiative is designed to adopt a single unique identifier for Hong Kong businesses with the Registry, 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.
The currently used CRN will be "phased out” after 27 December 2023.
Existing companies/ entities and related persons will be required to report BRN using the revised forms for the purpose of relevant ordinances.
No separate CRN will be assigned by the Registry to a new company other than its BRN assigned by the Inland Revenue Department.
Nevertheless, the CRN of existing companies will still function as an identifier and remain relevant in the foreseeable future. In other words, existing CRNs will not be converted to BRNs by the adoption of the new UBI.
It is a long-standing practice to include CRN as a unique identifier in contracts and commercial documents. With the implementation of this initiative, it is recommended that references to CRN be replaced by BRN, serving as the new UBI, to prevent confusion and ensure consistency.
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.
For specific advice about your situation, please contact:
Managing Partner
+852 2388 3899