Business Registration Certificate (BRC) in Hong Kong: Everything You Need to Know

The first step in setting up a company in Hong Kong is to incorporate it in accordance with the guidelines outlined in the Companies Ordinance. 

However, to kickstart business activities officially, it's also essential to complete another step: register the company with the Business Registration Office of the Inland Revenue Department and obtain a Business Registration Certificate (BRC).

This applies equally whether you intend to incorporate a company, begin a sole proprietorship, form a partnership, or engage in other types of legal entities.

This article will provide an overview of the business registration process in Hong Kong and explain which businesses need to register, the steps for registration, how to renew, the fees involved, and the repercussions for non-compliance.

What Is a Business Registration Certificate in Hong Kong?

In Hong Kong, a Business Registration Certificate (BRC) is a crucial legal document issued by the Inland Revenue Department. It serves the purpose of taxation and validates the legitimacy of a business. Upon receiving this certificate, your business is assigned a number that functions as its tax identification number for operations in Hong Kong.
Whether operating through a Hong Kong-based company or any other business structure, obtaining a BRC is obligatory to comply with the Companies Ordinance.

What Is Included in a Business Registration Certificate?

The Business Registration Certificate (BRC) contains the following information:

• The business name;
• The business’s physical address;
• The type of business and the nature of its activities;
• The date of beginning operations;
• Unique Business Identifier (UBI);
• The date of expiry.

📌Important Note: On 27 December 2023, the Business Registration Number (BRN) was substituted with "Unique Business Identifiers." Any existing BRNs will automatically become UBI without necessitating re-registration. The current certificates also remain valid.

If there's a request for your UBI, it directly corresponds to your BRN.

For more information, please refer to our article explaining the transition from BRN to UBI in Hong Kong's Business Registry.

Example of a Business Registration Certificate

Is a Business Registration Certificate the Same as a Certificate of Incorporation?

No, a Business Registration Certificate (BR) is not the same as a Certificate of Incorporation.

In Hong Kong, the Certificate of Incorporation is used to verify legal registration with the Hong Kong Companies Registry. It is primarily for companies such as Hong Kong LLCs or foreign companies. Sole proprietorships or general partnerships are exempted.

Conversely, the Business Registration Certificate (BR) is issued by the Inland Revenue Department to serve as proof of business registration for tax purposes. It is mandatory for all businesses, except for specific approved charities, outdoor hawkers, and agricultural businesses outside the scope of the Companies Ordinance.

The table below highlights their differences:

Which Businesses Need a Business Registration Certificate in Hong Kong?

According to the Companies Ordinance, all of the following business structures and entities must be registered to operate in Hong Kong.

• All profit-oriented businesses operating within Hong Kong, including all commercial activities such as trading, commerce, and services.
• Clubs that provide facilities and services.
• Companies registered under the Hong Kong Companies Ordinance, irrespective of their operational jurisdiction.
• Companies that are incorporated in Hong Kong. This includes companies in Hong Kong that are subsidiaries of international enterprises. It applies whether or not the business operates solely in Hong Kong or operates in other jurisdictions.
• Partnerships, including Limited Partnerships in Hong Kong
• Every limited partnership fund is registered under the Limited Partnership Fund Ordinance, irrespective of whether it is actively conducting business operations in Hong Kong.
• Branch offices or representative offices of international companies: Branches will obtain their own branch registration certificates;
• Non-Hong Kong entities with a presence in Hong Kong, regardless of their nature of operations.
• Investment firms established or relocated to Hong Kong under the Securities and Futures Ordinance.
• Sole Proprietors and Self-Employed in Hong Kong. Sole proprietors who are not residents of Hong Kong may use an authorised agent to register their business in Hong Kong. 

The key exception to the requirement for business registration is where income arises from employment. Individuals exclusively holding office positions or spaces without involvement in business activities are also exempt.

Additionally, businesses not involved in profit generation or those that remain inactive are not obliged to obtain a Business Registration Certificate.

Other exempted entities include:

• Approved charitable institutions.
• Business activities related to agriculture, market gardening, breeding or rearing livestock, or fishing (excluding companies incorporated in Hong Kong or non-Hong Kong companies required to register under the Companies Ordinance).
• Bootblack businesses.
• Businesses operated by licensed hawkers, excluding those conducted inside the main structure of a building.

💡 Did you know? Despite their exemption from business registration, hawkers are required to obtain licenses under the Hawker Regulation to operate legally.

When Do You Need To Apply For a Business Registration Certificate?

For sole-proprietorships, partnerships (excluding limited partnership funds), unincorporated bodies of persons, non-Hong Kong companies, representative offices, and branches: Application must be submitted within one month from the business commencement date.

For a company incorporated or registered under the Companies Ordinance, an application for a BRC should be submitted simultaneously with applying for the Certificate of Incorporation. 

In this case, the Hong Kong authorities have set up the "One-stop Company and Business Registration service" available on the Companies Registry website to facilitate the process. Once the incorporation form is submitted to the Companies Registry (Form NNC1, NNC1G, or NN1), the business registration application will be considered to be done at the same time as the business registration office.

Alternatively, if you did not apply for both certificates simultaneously, you should apply immediately after receiving your Certificate of Incorporation from the Companies Registry. 

🚫 Tip: It's crucial to note that the Inland Revenue Department (IRD) does not process applications for businesses that have not yet been established.

 How to Obtain a Business Registration Certificate

Securing a Business Registration Certificate in Hong Kong is a key step for legal business operations. Here's a simple guide on how to get the BRC.

1. Identify Your Business Type

Determine whether your business is a company, branch, partnership, or sole proprietorship. Each category has its own specific methods, forms, and requirements. 

• For new business under the Companies Ordinance (Cap. 622), whether a local company or a non-Hong Kong company is required to register under it, it’s best to apply using the "One-stop Company and Business Registration Service" via the Companies Registry website.
• For other business types, such as sole proprietorships, partnerships, and branches, it’s best to apply directly with the IRD. Additionally, if your company has a Certificate of Incorporation but not a Business Registration Certificate, it's also recommended that you apply directly with the IRD.

2. Collect Required Documentation

Required documents for local companies applying through One-Stop Service

• Notice to Business Registration Office (IRBR1)
• A copy of the Articles of Association 

Required documents for non-Hong Kong companies applying through One-Stop Service

• Notice to Business Registration Office (IRBR2)

Required Documents for other businesses applying directly with the IRD

• Individuals: Get your Hong Kong ID or your passport if you're not a resident.
• Companies: Have your Certificate of Incorporation at hand.
• Partnerships: Gather IDs or passports for all partners.

3. Fill Out the Application Form

For local companies applying through One-Stop Service

• Fill out Incorporation Form NNC1 or NNC1G

Please refer to this example of NNC1 and this example of NNC1G for detailed explanations of each field.

For non-Hong Kong companies applying through One-Stop Service

• Fill out the application Form NN1

 Please refer to the example of NN1 for detailed explanations of each field.

For other business types applying directly with the IRD

• Form 1(a) for individuals;
• Form 1(b) for companies;
• Form 1(c) for partnerships, or Form 1(ca) for limited partnerships;
• Form 1(ca) for a limited partnership fund for registration.
• Form 1(d) for branches of foreign companies.

The above are form examples that can be used for reference; however, download copies must not be used for submitting applications. Only forms printed according to the IRD specifications are acceptable for application purposes.

To obtain those forms, you can

• Email: Send the completed request form via taxbro@ird.gov.hk
• Fax: Fax your request to the Business Registration Office at 2824 1482.
• In-Person: Pick up the form directly from the Business Registration Office.

Once you have the form, ensure you provide accurate information in your application to avoid any issues.

4. Submit Your Application

For the one-stop service, you can submit online through the e-Registry Portal or in person at the Business Registration Office located at:

📍 4/F Revenue Tower, 5 Gloucester Road, Wan Chai, Hong Kong.

Kindly note that if you apply online, the Registry will provide electronic versions of both the Certificate of Incorporation and the Business Registration Certificate exclusively in PDF format. Requests for paper certificates will not be accommodated for applications made online.

Those applying directly with the IRD can submit an application online via this business registration application page.

If you prefer applying in person, go to:

📍 The Business Registration Office at 2/F, Inland Revenue Centre, 5 Concorde Road, Kai Tak, Kowloon, Hong Kong.

For postal applications, send to:

📍 P.O. Box 29015, Concorde Road Post Office, Kowloon, Hong Kong.

📬 Tip: Ensure the postage fee is covered when sending an application by post. The IRD will reject underpaid mail. 

5. Pay the Registration Fee and Levy

The cost varies depending on your type of certificate, whether it is a 1-year or 3-year certificate. We'll break down this information further in the fee section.

6. Receive Your Certificate

For those applying via One-Stop service

• If you apply online, you may receive the Business Registration Certificate and the Certificate of Incorporation in about an hour.
• If you submit on paper, you could receive both certificates on the 4th working day after submission.

For those applying directly with the IRD

• If you apply in person, you could receive your certificate in about 30 minutes.
• For applications sent by mail or online, the certificate typically arrives via post within 2 working days.

How Much Does It Cost to Register a Hong Kong Business?

The cost of registering a business in Hong Kong varies depending on the duration of the Business Registration Certificate.

The levy collected is utilised to fund the Protection of Wages on Insolvency Fund, which works to safeguard employee rights. You can visit the Labour Department for more information.

If the Companies Registry rejects an application, they may notify the applicant of the reason for refusal and refund the business registration fee and levy paid.

For more information regarding fees, please refer to this Business Registration fee and levy table from the IRD.

Certain businesses not incorporated under the Companies Ordinance, with transactions less than HKD 30,000 (or HKD 10,000 in case of service-based businesses), may be eligible to request exemption from the Business Registration fee and levy. Please refer to this application for exemption from payment of business registration fee and levy for more details.

🔍 Tip: Find out how much it costs to start a company in Hong Kong.

What Should You Do With the Business Registration Certificate?

Once you have received the Business Registration Certificate or BRC, you should display it in your place of business so that the Hong Kong authorities can review it when necessary.

If you submit an online application and receive only a PDF certificate from the authorities, you can use a printed copy.

Besides being a compliance requirement, displaying your BRC also promotes the reputation of the business in the eyes of the consumer and any potential investors of business in Hong Kong.

What Should You Do if You Lose Your Business Registration Certificate?

Losing your Business Registration Certificate can be concerning, but fortunately, obtaining a duplicate is a straightforward process.

You can request a duplicate of your valid BRC directly from the Business Registration Office. Alternatively, an easier option is to request a duplicate online through the GovHK website. 

The duplicate certificate will be issued in electronic format (PDF) and will be immediately available for download once your application is successfully completed. Moreover, you can view, print, or download the duplicate Registration Certificate for a period of 2 months from the date of the successful application.

📌 Note: A valid Business Registration Certificate (BRC) refers to a certificate that has not expired and for which the required fee has been paid or exempted from payment under section 9 of the Business Registration Ordinance.

What Are the Penalties if You Fail to Register Your Business on Time?

If you fail to register your business on time or notify after 30 days of the commencement date of business, as required under the Companies Ordinance, you may be subject to stiff penalties — a fine of HKD 5,000 and up to 1 year of imprisonment. 

If you fail to register your business and subsequently do so more than 12 months after starting the business, you will need to pay for all non-registration periods, including any late penalties.

Perhaps even more serious is the fact that you will struggle to file your tax returns without a Unique Business Identifier. Failing to pay the appropriate amount of corporate tax is also a serious compliance breach.

🔍Tip: Discover more about tax obligations in Hong Kong in our Guide to Hong Kong's tax systems.

How Do You Renew the Business Registration Certificate?

Upon submitting your application and paying the registration fee, you can select a Business Registration (BRC) validity period of either one year or three years. 

One month before the expiration of your current BRC, you should expect to receive a demand note from the Inland Revenue Department requesting full payment of the business registration fee to renew your certificate. If you don't receive such a notice or have lost it, it's advisable to get in touch with the Inland Revenue Department in writing within 1 month of the expiry of your current certificate.

Once the business registration fee is settled, the demand note will automatically transform into your new valid Business Registration Certificate.

As part of its business incentives, the Inland Revenue Department regularly communicates various benefits, including the possibility of a waiver for the Business Registration fee. So, it's crucial to check the latest information on the authority's official website to determine the correct fee amount applicable to your company registration.

Who Can Help You Obtain and Renew a Business Registration Certificate?

A service provider, a company secretary, a lawyer, or an advisor firm can perform the application and obtain the certificate for your company per the Companies Ordinance in Hong Kong.

If you don't have a service provider to help you with the company incorporation and obtain your business registration, consider Statrys.

Statrys offers a comprehensive Hong Kong company registration service with all the essentials required to initiate operations in Hong Kong, conveniently bundled into one package and one price, 100% online. 

Here's what we offer: