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Hong Kong adopts new UBI system to distinctly identify legal entities

Companies operating in Hong Kong will be required to have a Unique Business Identifier (UBI), starting on December 27, 2023. This 8-digit business registration number will enable legal entities to be distinctly identified in transactions and regulatory interactions, eliminating potential errors caused by multiple identifiers. 


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This is the second stage of introducing the system, and it will be accompanied by 117 revised forms, effective on the same date. The Companies Registry revised the forms under the Companies Ordinance for implementation of UBI.  


Hong Kong companies will be required to use the revised forms, using their Business Registration Number (BRN) 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. 


For companies or entities without a BRN, such as companies exempted from registration under the Business Registration Ordinance, their UBI will be derived from a dummy BRN converted from the previous company number or company registration number of the companies or entities in the registry’s records. 


UBI System 


The UBI system is being implemented in two phases: the first phase for limited partnership funds took effect from November 1, 2021, and the second phase covering limited companies and all other entities will be implemented simultaneously with the launch of the Companies Registry’s revamped Integrated Companies Registry Information System on December 27, 2023. 


UBI enables legal entities to be distinctly identified in transactions. The BRN (the first eight digits of the business registration certificate number) assigned by the Business Registration Office of the Inland Revenue Department will be adopted as the UBI of all companies and entities in Hong Kong. 


The UBI 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 in China.  


Business registration number 


For companies incorporated or registered on or after December 27, the business registration number will be adopted and shown as the “No.” on the certificate of incorporation or certificate of registration of a 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 December 27 onwards. 


Company registration number 


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


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It is a 7-digit number but could be less for older companies. Some of the oldest companies in Hong Kong have only one or two digits, such as “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 (“0000077”) for clarity. 



The Companies Registry will no longer assign separate company registration numbers to companies incorporated or registered on or after December 27. 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 affected by the new initiative 


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


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


Phase 2, effective December 27, will affect:  


  • companies incorporated or registered under the Companies Ordinance  

  • open-ended fund companies incorporated or registered under Part IVA of the Securities and Futures Ordinance  

  • limited partnerships registered under the Limited Partnerships Ordinance  

  • registered trustee corporations incorporated under the Registered Trustees Incorporation Ordinance  

  • other entities formed or registered under various Ordinances administered by the Registrar of Companies 

Key features of Phase 2 of UBI include the following: 


  • BRN will be adopted as the “No.” on the Certificate of Incorporation, Certificate of Registration, or Certificate of Change of Name issued by the Companies Registry 

  • BRN, instead of the existing company registration number, will have to be quoted on specified forms and documents delivered to the Companies Registry 

  • BRN will be the key number for searching and identifying a company or entity under different services of the Companies Registry 


Phase 2 of UBI 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 

  • New Forms and Transitional Period 


The revised forms are accessible on the Companies Registry website and companies are expected to use them from December 27 on.  


As a transitional period, the Registry will continue to accept existing specified forms for six months after December 27.  


The transitional period does not apply to: 


  • 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 and the Securities and Futures (Open-ended Fund Companies) Rules. 

  • Revamped ICRIS 


The existing Integrated Companies Registry Information System (ICRIS) was first launched in 2005 as the core system of the Companies Registry. Since 2018, it has been revamped and updated, and it will be activated on the same date as the UBI. 


The new system creates 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, among other new features. 


The system will also offer a function for searching the corresponding business registration number of an existing company. 


Continued Use of Company Registration Number 


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 (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.  


Short articles

The company registration number of existing companies/entities may still function as a unique identifier, as an alternative to the new UBI. The company registration number will remain relevant in the foreseeable future, unless new legislation legally replaces it with the new UBI. 


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. 


 

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