The Companies Registry External Circular No. 2 / 2023 issued on 29 September 2023 announces the introduction of revised specified forms under various Ordinances administered by the Registrar of Companies (“the Registrar”) and the administrative form on rectification of information on the Companies Register upon the implementation of Phase 2 of Unique Business Identifier (“UBI”) on 27 December 2023.
In order to sustain Hong Kong’s leading position as an international financial centre, the Government has decided to adopt the Business Registration Number (“BRN”) as the UBI of different entities. The Companies Registry (“the Registry”) undertakes to implement UBI in two phases for entities under the administration of the Registrar. The first phase was implemented for Limited Partnership Funds with effect from 1 November 2021. The second phase will be implemented simultaneously with the launch of the Registry’s revamped Integrated Companies Registry Information System (“Revamped ICRIS”) on 27 December 2023 (“the Implementation Date”) to cover limited companies and various other entities.
To facilitate the implementation of Phase 2 of UBI, the Registrar has revised 117 specified forms relating to the following Ordinances for use starting from the Implementation Date:-
- Companies Ordinance (Cap. 622)
- Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
- Securities and Futures Ordinance (Cap. 571) and Securities and Futures (Open-ended Fund Companies) Rules (Cap. 571AQ)
The revised specified forms were published in the Gazette (G. N. 5643, G. N. 5679 and G. N. 5681) on 22 September 2023. The list of revised specified forms is set out at the Annex.
In addition to the specified forms, an administrative form, Form AD – Rectification of Typographical or Clerical Error in Registered Document for making application to rectify typographical or clerical error contained in a document already registered with the Registry under the Companies Ordinance has also been revised.
REVISION OF FORMS
The major changes that are made to all these forms are the replacement of “Company Number”. Since Company Number (the “CRN”) will cease to be used as the identifier of companies/entities after the implementation of Phase 2 of UBI, relevant parts of the forms are revised to facilitate the reporting of BRN instead of CRN.
Apart from the said major changes, some other changes are also introduced to the forms, such as a new structured format for reporting addresses, revised format for reporting details of shareholders and addition of fields for reporting of Trust and Company Service Provider’s licence number for company secretary, etc..
Starting from 29 September 2023, the revised specified forms and administrative form, Form AD, in MS Word format can be downloaded from the “Forms” section on the Registry’s website at www.cr.gov.hk/en/revisedform.htm.
A complete set of specified forms in CD-ROM and hard copies of individual revised forms will be available for purchase at the Registry’s office on the 14th floor of the Queensway Government Offices, 66 Queensway, Hong Kong with effect from 27 November 2023.
All the revised forms should be used with effect from the Implementation Date. However, as a transitional arrangement, the Registry will continue to accept existing forms specified under the Companies Ordinance (Cap. 622) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) for a period of six months from the Implementation Date, subject to the following exception :-
- Existing specified forms which will NOT be accepted after four weeks from the Implementation Date (i.e. from 25 January 2024 onwards)
|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|
For those revised forms specified under the Securities and Futures Ordinance (Cap. 571) and the Securities and Futures (Open-ended Fund Companies) Rules (Cap 571AQ), no transitional arrangement will be provided. Existing forms will NOT be accepted immediately from the Implementation Date.
Existing Form AD will continue to be accepted for six months from the Implementation Date to allow for depletion of existing stock kept by companies.
The information in this document is not advice of any kind but general information only and should not be relied on as legal advice. Kensington Trust Group recommends seeking professional advice on legal or tax issues affecting you before relying on it. While Kensington Trust Group tries to ensure that the content of this document is accurate, adequate or complete, it does not represent or warrant, express or implied, its accuracy, correctness, completeness or use of any of the information. Kensington Trust Group does not assume legal liability for any loss suffered as a result of or in relation to the use of this document. To the extent permitted by law, Kensington Trust Group excludes any liability for negligence, for any loss, including indirect or consequential damages arising from or in relation to the use of this document.