Business Registration in Hong Kong: BRC, BRN, UBI

Business Registration in Hong Kong 

Business registration in Hong Kong is a mandatory step for all companies planning to operate in this jurisdiction. 

Business registration in Hong Kong first became mandatory in the early 20th century with the introduction of the Companies Ordinance. Since then, when the colony was under British rule, the system of business registration and regulation has evolved towards simplifying processes and creating favorable conditions for attracting foreign investors. After the transfer of sovereignty to China in 1997, Hong Kong retained its independent economic and legal system under the “One Country, Two Systems” principle. This allowed it to maintain its status as an international business hub. 

According to the provisions of the Business Registration Ordinance (Chapter 310) (“BRO”), all individuals engaging in business activities in Hong Kong are required to register their business with the Business Registration Office of the Inland Revenue Department, except for exempted businesses. 

In Hong Kong, the term “business” encompasses any activity aimed at earning profit, including trade, commerce, craftsmanship, profession, or clubs. According to the Companies Ordinance (Chapter 622), every local or foreign company registered in Hong Kong, as well as open-ended fund companies and limited partnership funds registered or re-domiciled in Hong Kong, are considered to be conducting business and must be registered under the Business Registration Ordinance (BRO). This also applies to foreign corporations with a representative office or office in Hong Kong or leasing property in Hong Kong. 

To register a business in Hong Kong, companies must comply with the requirements of several key legislative acts: 

1. Business Registration Ordinance (BRO) – regulates the process of business registration and the issuance of the BRC. According to the BRO, every business entity in Hong Kong must register within 30 days of commencing operations. 
2. Companies Ordinance (CO) – defines the rules and requirements for the corporate structure of companies, their reporting, and the conduct of business in Hong Kong. 
3. Inland Revenue Ordinance – establishes the taxation rules for all registered companies and determines the procedure for filing tax returns and reports. 

It is important to note that individuals employed by others are not required to register a business. 

Some types of businesses in Hong Kong are exempt from mandatory registration under the BRO. These include: 

1. Activities of approved charitable organizations, subject to certain conditions. 
2. Business in agriculture, horticulture, animal husbandry, or fishing, except for local and foreign registered companies. 
3. Shoe-shining business. 
4. Activities of hawkers requiring a license under the Hawker Regulation, except when the business is conducted inside a main building. 
5. Qualifying FiT business as defined in the Profits Tax Exemption (Feed-in Tariff Scheme) Order. 

When applying for company registration, it is considered that you are simultaneously applying for business registration. This requires submitting a notification to the Business Registration Office (IRBR1 for local companies, IRBR2 for foreign companies, IRBR4 for LPF) along with the prescribed business registration fee when filing with the Companies Registry. For an open-ended fund company, the notification (IRBR3) and the corresponding fee must be submitted to the Securities and Futures Commission upon registration or re-domiciliation. 

Business Registration Certificate in Hong Kong (BRC) 

The Business Registration Certificate (BRC) is a document issued by the Inland Revenue Department (IRD) of Hong Kong. It confirms that your enterprise is registered with the Inland Revenue Department (tax authority) of Hong Kong and is authorized to conduct business activities. 

A valid business registration certificate must be displayed prominently at the business address and be ready for official inspection upon request. If the certificate is issued electronically, a printed copy must be displayed. This is a mandatory requirement under Hong Kong law, and non-compliance may result in penalties. 

Key information contained in the BRC: 

• Registered business name. 
• Business Registration Number (BRN). 
• Business registration address. 
• Nature of business. 
• Date of issue and validity period of the certificate. 
• Amount of fee and levy paid.) 

It is important to remember that obtaining a Business Registration Certificate does not guarantee compliance with all relevant laws and regulations. In addition to registration, a business owner may need to obtain additional licenses or professional qualifications to legally conduct activities. In case of doubt, it is recommended to seek advice from the relevant authorities. 

The Business Registration Certificate in Hong Kong must be renewed annually, and the corresponding government fee is payable.  

BRN (Business Registration Number, Tax ID) 

The BRN (Business Registration Number) is part of the Business Registration Certificate, specifically a unique eight-digit number assigned to each company in Hong Kong by the Inland Revenue Department. It is used to identify the company with the tax authority when filing tax returns, opening bank accounts, and performing other administrative tasks. 

However, the BRN itself does not grant the right to conduct business; a valid BRC is required for that, which must be renewed annually. The BRN remains with the company permanently, while the certificate is replaced annually. 

Unique Business Identifier (UBI) 

The Unique Business Identifier (UBI) is a number used for the unambiguous identification of a legal entity. This number is introduced to reduce errors associated with using different identifiers for the same entity. The UBI facilitates communication and data exchange between government departments and businesses, helping the Hong Kong government improve the provision of public services and regulate organizational activities more effectively. Additionally, it helps companies more efficiently present their identity to business partners. 

Thanks to the joint efforts of the Inland Revenue Department, from December 27, 2023, the company registration number in Hong Kong (BRN), representing the first 8 digits of the registration certificate number assigned by the Inland Revenue Department, will be accepted as the Unique Business Identifier (UBI). This number will be used as a unique identifier for submitting forms and documents to the Companies Registry, as well as for interactions with government departments and businesses. For new companies registered from this date, the BRN will be indicated as the number on the Business Registration Certificate. Existing companies registered before December 27, 2023, will receive a letter from the Companies Registry informing them of the upcoming changes and the assignment of the BRN. 

The Unique Business Identifier (UBI), presented as the Business Registration Number (BRN), will be used in the following cases: 

• For communication with government departments and businesses. 
• When submitting relevant forms and documents to the Companies Registry. 
• As a key number for electronic registry search services to find and identify a company or legal entity. 

Government Fee for Business Registration 

The fee for business registration varies depending on the time and duration. We can look at historical data: 

The fee is paid at the time of company registration (upon the creation of a legal entity) and by the company’s anniversary date (for annual renewal).  

The government fee for Business Registration in 2024-2025 is 

After successful payment of the fee, a valid Business Registration Certificate (BRC) is issued by the Inland Revenue Department for the corresponding paid period and is sent to the company’s registered address in Hong Kong, typically within 7 days.  

If the certificate is not renewed on time, the company management faces a maximum penalty of up to 5,000 HKD and possible criminal prosecution with imprisonment for up to one year.  

Additional Licenses and Permits 

In some cases, business registration in Hong Kong is not limited to obtaining only the BRC. Depending on the nature of your company’s activities, you may need additional licenses or permits. This is especially relevant for companies operating in sectors such as finance, retail, or education. 

Example 1: Restaurant Licenses 

If you plan to open a restaurant or café in Hong Kong, you will need a restaurant business license issued by the Food and Environmental Hygiene Department (FEHD). 

Example 2: Asset Management License 

Financial companies engaged in asset management or investments are required to obtain a license from the Securities and Futures Commission (SFC). This license confirms that the company meets all standards for conducting activities in the financial and investment sector. 

Example 3: License for Educational Institutions 

To open educational centers or schools in Hong Kong, a license must be obtained from the Education Bureau (EDB). This license confirms compliance with educational standards and ensures the quality of educational services provided.