Adoption of UBI by Hong Kong UBI Company Registry

Author: Yini Wu, Company Secretary / Paralegal

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.

Adoption of BRN as New UBI Under the Hong Kong UBI Company Registry

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, and it is these same eight 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 enhance public service delivery and entity regulation. Upon completion, the BRN may be used in communications and data exchange across government departments and businesses, reducing errors caused by reliance on multiple identifiers. For example, the BRN will act as the key number used by the Electronic Search Services of the Registry for searching and identifying a company or entity.

Implementation of UBI: Phased Approach

To sustain Hong Kong’s leading position as an international financial centre, the Registry has undertaken to implement UBI in two phases for entities under the administration of the Registrar of Companies.

Phase I, launched in November 2021, applied to Limited Partnership Funds (LPFs). LPFs are flexible investment vehicles allowing diverse structures and uses and are widely used for asset‑holding and fund strategies.

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

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: Identification Evidence and Digital Services

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.

Phasing Out CRN and Practical Transition

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.

How Ravenscroft & Schmierer Can Help?

The Hong Kong UBI Company Registry initiative affects corporate compliance, documentation, and regulatory reporting. Ravenscroft & Schmierer advises companies and professional service providers on UBI adoption, filing requirements, Registry procedures, and transition planning.

If you require guidance on compliance or updating corporate records, contact us to discuss your circumstances and available options.

FAQ: Hong Kong UBI Company Registry

What is the UBI introduced by the Hong Kong Company Registry?

The UBI is a unique identifier adopted by using the Business Registration Number for company and entity identification.

What identifier is used as the UBI?

The Business Registration Number issued by the Inland Revenue Department is adopted as the UBI.

When was the UBI implementation launched?

The initiative began in November 2021 and expanded in phases.

What happens to the Company Registration Number?

The CRN will be phased out over time, although it will remain relevant during a transitional period.

How can Ravenscroft & Schmierer assist with UBI compliance?

Ravenscroft & Schmierer advises on Registry filing requirements, BRN adoption, and UBI transition planning.

Does Ravenscroft & Schmierer assist with Registry system changes?

Yes. We assist clients in navigating updated forms and digital filing requirements under the revamped ICRIS.

Can Ravenscroft & Schmierer review corporate documents for identifier updates?

Yes. We advise on updating contracts and corporate documents to reflect BRN and UBI usage.

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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:

Stefan Schmierer

Managing Partner

+852 2388 3899

sschmierer@rs-lawyers.com.hk