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Q & A for One-stop Company and Business Registration and One-stop Notification of Change of Company Particulars

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Date of implementation

1.

Q:

When was one-stop company and business registration service implemented?

A:

The Companies Registry and the Inland Revenue Department (IRD) jointly implemented the one-stop company and business registration service on 21 February 2011. For e-incorporation service, please visit the e-Registry (www.eregistry.gov.hk).

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Application procedures: general

2.

Q:

Is the one-stop company and business registration service applicable to all types of businesses?

A:

No, the one-stop company and business registration service is applicable only to new applications for business registration made by those local companies formed under the Companies Ordinance (Cap. 622) and those non-Hong Kong companies that are required to be registered under that Ordinance. The service is rendered directly by the Companies Registry. For other types of business, e.g. sole-proprietorship, partnership and branch, the manner of application for business registration remains the same.

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3.

Q:

Can a local company or a non-Hong Kong company choose not to use the one-stop company and business registration service and apply for business registration directly with the IRD?

A:

Under the one-stop company and business registration regime, applicants for incorporation of a local company or registration of a non-Hong Kong company must apply for "simultaneous business registration" with the Companies Registry unless the company has already registered under the Business Registration Ordinance (Cap. 310).

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4.

Q:

Can a local company or a non-Hong Kong company choose not to use the one-stop company and business registration service on the ground that it would be granted exemption from tax under section 88 of Inland Revenue Ordinance (Cap. 112) and thus not required to apply for business registration?

A:

No, the company's obligation to apply for business registration and liability to pay the business registration fee and/or levy is not relieved by any claim that the company would be tax exempt under section 88 of the Inland Revenue Ordinance (Cap. 112). However, if the Commissioner of Inland Revenue is satisfied that the Business Registration Ordinance (Cap. 310) does not apply to the relevant company, the IRD will refund the amount so paid.

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5.

Q:

Can a company apply for branch registration using the one-stop company and business registration service?

A:

No, the one-stop company and business registration service is only applicable to main business. The company can submit its application for branch registration by completing a Form 1(d) together with the registration fee and/or levy directly to the Business Registration Office1 at the earliest on the next working day following its date of incorporation/registration. (see example)

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6.

Q:

What is the relevant date for determining the business registration fee and levy payable under the one-stop company and business registration regime?

A:

For local companies, the relevant date is the date of application for company incorporation (i.e. the date of submission)

Example 1
On 8 April 2011, a founder member makes an application for company incorporation and submits IRBR1. The subject company is incorporated on 12 April 2011.

The Companies Registry will take 8 April 2011 as the relevant date to determine the business registration fee and levy payable. However, the date of incorporation, i.e. 12 April 2011 will be the start date of the Business Registration Certificate of the subject company.

For non-Hong Kong companies, the relevant date is the date when the place of business in Hong Kong is established or the last anniversary of that date, whichever is the later

Example 2
On 15 May 2011, a non-Hong Kong company establishes a place of business in Hong Kong. The subject company submits its simultaneous business registration application with the Companies Registry on 9 June 2011.

The Companies Registry will take the date when the place of business in Hong Kong is established, i.e. 15 May 2011, as the relevant date to determine the business registration fee and levy payable and as the start date of the company's Business Registration Certificate.

Example 3
On 15 May 2008, a non-Hong Kong company established a place of business in Hong Kong. The subject company did not register with both the Companies Registry and the IRD. On 9 June 2011, the subject company submits its simultaneous business registration application with the Companies Registry.

The Companies Registry will take the last anniversary of the date when the place of business in Hong Kong was established, i.e. 15 May 2011, as the relevant date to determine the business registration fee and levy payable and as the start date of the company's Business Registration Certificate. The IRD will follow up the business registration matters with the subject company for the period from 15 May 2008 to 14 May 2011.

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7.

Q:

Is the business registration fee and levy paid refundable if the simultaneous business registration application is not accepted?

A:

Yes, the Companies Registry will notify the applicant of the reason of refusal and refund the business registration fee and levy paid.

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Application procedures: local companies

8.

Q:

What are the application procedures for incorporation of a local company under the one-stop company and business registration regime?

A:

The applicant is required to submit:

(a) a completed company incorporation form (Form NNC1 or NNC1G) and a copy of the company's memorandum and articles of association;
(b) a completed Notice to Business Registration Office (IRBR1) (to indicate if the applicant will elect for a 3-year registration certificate); and
(c) the fees for company incorporation and the business registration fee and levy.


The applicant is no longer required to complete the prescribed application form for business registration (Form 1(b)).

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9.

Q:

Shall a local company notify the Business Registration Office of the commencement of its business?

A:

A local company shall notify the Business Registration Office within one month after commencement of its business of the following:

(a) business name (if different from company name);
(b) description and nature of the business;
(c) date of commencement of business; and
(d) business address (if different from registered office address).


The notification shall be made in writing or by completing the standard form (IRBR200). If a company is in urgent need of a Business Registration Certificate showing the updated particulars, it may submit a completed IRBR200 through Counter 12 of the Business Registration Office1 on the next working day following its date of incorporation. (see example)

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10.

Q:

Can an applicant submit the company incorporation form (Form NNC1 or NNC1G) and the Notice to Business Registration Office (IRBR1) in different manner, i.e. one by electronic means and the other in paper form?

A:

No, the applicant must deliver both the company incorporation form (Form NNC1 or NNC1G) and the Notice to Business Registration Office (IRBR1) in the same manner to the Companies Registry.

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11.

Q:

Can an applicant specifically request for a paper Business Registration Certificate even though he submits the application for company incorporation and business registration through electronic means? Is the legal effect of electronic certificates the same as that of paper certificates?

A:

No, both Certificate of Incorporation and Business Registration Certificate will be issued in the form of electronic records (pdf format). Certificates in paper form or electronic form have the same legal effect. You may order a certified copy/duplicate of the Business Registration Certificate at a fee online at GovHK (www.gov.hk/br) or in person at the Business Registration Office1.

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12.

Q:

The Business Registration Certificates issued via the Companies Registry do not contain Payment Instructions at the back. Will this affect their validity?

A:

No. The validity of Business Registration Certificates will not be affected by whether Payment Instructions are printed on the back page of the certificates.

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Application procedures: non-Hong Kong companies

13.

Q:

What are the application procedures for registration of a non-Hong Kong company under the one-stop company and business registration regime?

A:

The applicant is required to submit:

(a) a completed application form (Form NN1);
(b) certified copies of the supporting documents including the company's certificate of incorporation (or its equivalent) etc.;
(c) a completed Notice to Business Registration Office (IRBR2); and
(d) the fees for registration of a non-Hong Kong company and the business registration fee and levy.


In the IRBR2, the applicant is required to state whether the non-Hong Kong company has already been registered under the Business Registration Ordinance (Cap. 310):

(a) if so, provide its business registration number
(b) if no, indicate whether it elects for a 3-year certificate and provide particulars of the business, namely the business name (if different from its corporate name), description and nature of the business and date of commencement of business.


The non-Hong Kong company is no longer required to complete the prescribed application form for business registration (Form 1(b)).

Where there is an urgent need for a Business Registration Certificate, the non-Hong Kong company can submit application form (Form 1(b)), together with a copy of Certificate of Incorporation or its equivalent issued by the relevant government authority in the place of incorporation, and pay the business registration fee and levy through the counter of the Business Registration Office1. When the company subsequently applies for registration with the Companies Registry, it must submit the Notice to Business Registration Office (IRBR2) with the application form (Form NN1), and indicate in the notice that it has already registered its business and state its Business Registration Number.

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14.

Q:

What should the non-Hong Kong company do if its application for business registration is rejected because its business name is not acceptable?

A:

Upon receipt of the refusal notification from the Companies Registry, the non-Hong Kong company must make a new business registration application under a different business name within 1 month of the notification. In making the new business registration, the company must submit a completed prescribed application form (Form 1(b)) and the prescribed business registration fee and/or levy directly to the Business Registration Office1.

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Business Registration Certificates

15.

Q:

When will an applicant receive the Business Registration Certificate after making application under the new one-stop company and business registration service?

A:

Applications for company incorporation

(a) submitted through e-incorporation service of the e-Registry (www.eregistry.gov.hk) of the Companies Registry
 
  • The Companies Registry will normally issue the Business Registration Certificate and the Certificate of Incorporation within the same day.
   
(b) submitted in paper form
 
  • The Companies Registry will normally issue the Business Registration Certificate and the Certificate of Incorporation on the 4th working day after the submission date.


Applications for registration of non-Hong Kong company

The Companies Registry will normally issue the Business Registration Certificate and the Certificate of Registration on the 14th working day after the submission date.
 

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16.

Q:

Would there be any changes in the format of Business Registration Certificate?

A:

With effect from 14 February 2011, all Business Registration Certificates, Branch Registration Certificates and renewal notices, whether original or duplicate, for all types of businesses will be issued in plain A4 size paper. A supplementary information sheet containing the relevant requirements under the Business Registration Ordinance (Cap. 310) and Companies Ordinance (Cap. 32) will also be provided together with the certificates and renewal notices.

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17.

Q:

How can a company display its Business Registration Certificate received by electronic means?

A:

The company can print the Business Registration Certificate from its own printer and display the printed copy at the business address.

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18.

Q:

Can a company print the Business Registration Certificate on colour paper for display?

A:

There is no specific restriction under the law on the colour of the paper for printing the Business Registration Certificate. However, the business operator must display the Business Registration Certificate in a legible manner to evidence that its business has already been registered.

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One-stop Notification of Change of Company Particulars

19.

Q:

When was the one-stop notification of change of company particulars implemented?

A:

The Companies Registry and the IRD jointly implemented the one-stop notification of change of company particulars on 21 February 2011. The new service saves companies the time and efforts of lodging separate notifications of change of company particulars, i.e. Company name and Registered Office Address, with both the Companies Registry and the IRD. After accepting the notification, the Companies Registry will transmit such particulars directly to the IRD.

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20.

Q:

What changes in particulars are covered by the one-stop notification?

A:

For local companies

  • change of company name under section 107 of the Companies Ordinance and change of registered office address under section 658 of that Ordinance.


For registered non-Hong Kong companies

  • change of corporate name, address of principal place of business in Hong Kong and particulars of authorized representatives under Part 16 of the Companies Ordinance.

 

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21.

Q:

When will the IRD issue the amended Business Registration Certificate and amended Branch Registration Certificate(s) if a company through the one-stop notification of change of company particulars service notifies the change of its company name?

A:

Normally, the IRD will send out the amended Business Registration Certificate and amended Branch Registration Certificate(s) by post on the next working day following the date of Certificate of Change of Name/Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company of the company concerned. For companies whose Certificate of Change of Name/Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company is issued by the Companies Registry on or before 12 October 2011, they are still required to notify the IRD in writing or by completing the form (IRC3110A) to amend their Branch Registration Certificates.

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22.

Q:

What should a company do if it is in urgent need of amended Business Registration Certificate and amended Branch Registration Certificate(s) after it changes its company name?

A:

Usually, the IRD will send out the amended Business Registration Certificate and amended Branch Registration Certificate(s) by post on the next working day after the date of the Certificate of Change of Name/Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company. If a company is in urgent need of the amended Business Registration Certificate and amended Branch Registration Certificate(s), it may follow the arrangements below -

(a) Certificate of Change of Name/Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company in paper
 
  • On the day the company receives the Notice of Collection of Certificate(s) ("Notice") issued by the Companies Registry, it may send a copy of the Notice to the Business Registration Office by fax at 2824 1482.
  • The Company is required to indicate in the Notice its Business Registration Number and its preference to collect on the next working day (see example) the amended Business Registration Certificate in person from the Business Registration Office. (see sample)
  • The amended Business Registration Certificate can be collected through Counter 8 of the Business Registration Office1. To facilitate processing, the company is required to show both the Certificate of Change of Name/Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company and the Notice sent to the Business Registration Office.
(b) Electronic Certificate of Change of Name (e-Certificate)
  On the day the company receives the e-Certificate, it may submit a notification of change of company name (IRC3110A), together with a printed copy of the e-Certificate, through Counter 12 of the Business Registration Office1.

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23.

Q:

Shall a company notify the IRD of any change in its business particulars, for example, business name, business address and nature of business?

A:

Yes, the company is required to notify the IRD of the change within one month from the date of the change by submitting a written notification or a completed IRC3110A (business name), IRC3111A (business address) or IRBR193 (nature of business).

The Companies Registry and the IRD jointly introduced an OPTIONAL ELECTRONIC one-stop notification service at the e-Registry of the Companies Registry on 20 February 2012. By using this electronic service, a company which reports a change of registered office address can opt to request the Companies Registry to notify the IRD on its behalf that its business address as registered under the Business Registration Ordinance has changed to its new registered office address with effect from the effective date of change as stated in e-Form NR1. In this regard, the company can amend its registered office address and its business address in one go.

Normally, the IRD will send out the amended Business Registration Certificate by post on the next working day following the date when the Companies Registry registers the e-Form NR1.

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24.

Q:

What should a company do if it is in urgent need of amended Business Registration Certificate and amended Branch Registration Certificate(s) after it changes its corporate name and business address at the same time?

A:

Where a company changes its corporate name and business address at the same time, it may follow the arrangements below to collect the amended Business Registration Certificate –

(a) Certificate of Change of Name/Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company in paper
 
  • On the day the company receives the Notice of Collection of Certificate(s) ("Notice") issued by the Companies Registry, it may send a copy of the Notice to the Amendment Section of Business Registration Office by fax at 2824 1482.
  • The Company is required to indicate in the Notice its Business Registration Number, its change of business address and its preference to collect on the next working day (see example) the amended Business Registration Certificate in person from the Business Registration Office. (see sample)
  • The company can submit the IRC3111A through Counter 12 of the Business Registration Office1. To facilitate processing, the company is required to show the Notice sent to the Business Registration Office.
(b) Electronic Certificate of Change of Name (e-Certificate)
  On the day the company receives the e-Certificate, it may submit both IRC3110A and IRC3111A, together with a printed copy of the e-Certificate, through Counter 12 of the Business Registration Office1.

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25.

Q:

If a company changes its business address and is in urgent need of an amended Business Registration Certificate with the new business address, what should the company do?

A:

The company can visit the Business Registration Office and submit a written notification of the change of business address or a completed IRC3111A through Counter 12, with a view to obtaining the amended Business Registration Certificate on the same day.

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Public Search Service

26.

Q:

When will the business registration particulars of a company be available for public search through the GovHK?

A:

Normally, the public can search through the GovHK the business registration particulars of the company 2 calendar days after the date of the following certificates. (see example)

Local companies

  • Certificate of Incorporation
  • Certificate of Change of Name


Non-Hong Kong companies

  • Certificate of Registration of Non-Hong Kong Company
  • Certificate of Registration of Change of Corporate Name of Non-Hong Kong Company

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27.

Q:

If a company reports a change of its registered office address and also a change of business address through the e-Registry (see Q23, Q24 and Q25 above), when will the new business address of the company be available for public search through the GovHK?

A:

Normally, the new business address of the company will be available for public search 2 calendar days after the Companies Registry registers the e-Form R1 submitted by the company.

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28.

Q:

Under the one-stop company and business registration regime, companies are no longer required to complete Form 1(b). How does the Business Registration Office provide the information previously stated on Form 1(b)?

A:

The Business Registration Office will issue an "Application Information Sheet".

For businesses not registered under the one-stop company and business registration regime, for example, sole proprietorship businesses, partnership businesses, and companies already registered under Business Registration Ordinance before 21 February 2011, etc., the Business Registration Office will continue to provide the certified extract of information on Business Register in the existing format, i.e. including a copy of the prescribed form submitted upon application for business registration.

 

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