The Companies Registry External Circular No. 3 / 2023 issued on 27 October 2023 announces the implementation of Phase 2 of Unique Business Identifier (“UBI”) on 27 December 2023.

BACKGROUND

UBI has been adopted in many other economies over the world, enabling governments and businesses to distinctly identify legal entities in various transactions and regulatory interactions. UBI reduces possible errors caused by the use of different identifiers in identifying the same entity and in turn, helps communication and exchange of data across government departments and businesses. The implementation of UBI also helps governments to enhance public service delivery and regulate entities more effectively.

In order to sustain Hong Kong’s leading position as an international financial centre, the Government decided to adopt Business Registration Number (“BRN”) (i.e. the first eight digits of the Business Registration Certificate number) assigned by the Business Registration Office of the Inland Revenue Department as the UBI of companies and entities.

For entities under the administration of the Registrar of Companies (“the Registrar”), the Companies Registry (“the Registry”) undertakes to implement the UBI by two phases. The first phase was implemented for Limited Partnership Funds with effect from 1 November 2021.

IMPLEMENTATION OF PHASE 2 OF UBI

The second phase of UBI will be implemented simultaneously with the launch of the Registry’s revamped Integrated Companies Registry Information System (“Revamped ICRIS”) on 27 December 2023, and extended to cover limited companies and entities as follows:-

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

KEY FEATURES OF PHASE 2 OF UBI

Key features of Phase 2 of UBI on companies and entities with effect from 27 December 2023 include:-

• BRN will be adopted as the “No.” on the “Certificate of Incorporation”, “Certificate of Registration”, or “Certificate of Change of Name” (collectively “Certificates”) issued by the Registry;
• BRN, instead of the existing company registration number (“CR No.”), will have to be quoted on specified forms and documents delivered to the Registry; and

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

For limited companies and entities incorporated or registered before the implementation of UBI, Certificates will not be re-issued for replacing the existing ones. The Registry will issue a letter about the replacement of existing CR No. by BRN to each of these companies / entities at its reported address.

To look up the corresponding BRN of a company / entity incorporated or registered before the implementation of UBI by the existing CR No. and vice versa, a new search function “Quick Search > CR No. / BRN Mapping” will be provided in the Electronic Search Services of the Registry after the launch of the Revamped ICRIS on 27 December 2023.

REVISION OF FORMS FOR USE

To facilitate the implementation of Phase 2 of UBI, the Registrar has revised 117 specified forms and an administrative form, Form AD - Rectification of Typographical or Clerical Error in Registered Document, for use starting from 27 December 2023.

For details on the revision of forms, please refer to Companies Registry External Circular No. 2/2023 issued on 29 September 2023.

EVIDENCE ON THE CHANGE TO USE BRN AS UBI OF COMPANIES

As evidence of the change to use BRN as an identification number of every company on the Companies Register, an Information Sheet will be made available for public inspection after the launch of the Revamped ICRIS on 27 December 2023. The Information Sheet can be purchased in the form of an image record via the Electronic Search Services of the Registry. Please refer to the information pamphlet “Price Guide to Main Services” which can be downloaded from the “Publications > Information Pamphlets” section of the Registry’s website for the fee required.

Application can also be made for a Letter of Confirmation to be issued by the Registry as evidence alternatively after the launch of the Revamped ICRIS on 27 December 2023 via the Electronic Search Services of the Registry. The application fee required is HK$130.