Key Takeaways
Business structures and entities including, but not limited to, all companies incorporated in Hong Kong, Branches, Partnerships, and Sole Proprietors must be registered to operate in Hong Kong.
Failing to register your business on time or notify after 30 days of the commencement date of business, you may be subject to a fine of $5,000 and up to 1 year of imprisonment.
When you decide to start a business in Hong Kong, you need to consider the rules for business registration: This applies equally whether you intend to incorporate a company in Hong Kong, begin a sole proprietorship, form a partnership, or engage in some other form of business enterprise.
The Inland Revenue Department manages business registration in Hong Kong, and registered businesses receive a business registration certificate, very commonly called the BR in Hong Kong, from service providers.
Here, we explain how business registration in Hong Kong works: This includes how to initially register a business in Hong Kong, how to renew your business registration, and potential penalties for non-compliance.
What is a Business Registration Certificate in Hong Kong
Certain businesses establish local companies in Hong Kong and mistakenly assume that this fulfills all their compliance requirements. However, this assumption is wrong. Business registration represents a unique and important process.
Whether conducting business through a Hong Kong-based company or any other type of business structure, obtaining a business registration certificate issued by the Inland Revenue Department is crucial.
The company's assigned number is an essential element within your Business Registration Certificate. This number can serve as the Tax Identification Number (TIN) for a business operating in Hong Kong.
Which Businesses Are Required to Be Registered in Hong Kong?
According to the Companies Ordinance, all of the following business structures and entities must be registered in order to operate in Hong Kong, including local companies and representations of international entities:
- 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;
- Branches or Representative Offices of international companies: Branches will obtain their own branch registration certificates;
- Partnerships, including Limited Partnerships
- Sole Proprietors and Self-Employed
Business registration is a requirement for any activity which makes a profit. Sole proprietors who are not residents of Hong Kong may use an authorized agent to register their business in Hong Kong. The key exception to the requirement for business registration is where income arises from employment.
What Is Included in a Business Registration Certificate?
The business registration certificate (‘BR’) must be applied for within 30 days of commencing business operations and 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;
• A Business Registration number;
• A date of expiry.
When Do You Need To Apply For a Business Registration Certificate?
When doing the incorporation of a company in Hong Kong, you should apply immediately after receiving your certificate of incorporation from the Companies Registry. 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, making the company registration process easier for applicants.
Where you are commencing a self-proprietorship, partnership, branch, representative office, non-Hong Kong company, or sole proprietorship, you should apply for business registration within one month of the commencement date of operations with the business registration office.
What Should I Do With the Business Registration Certificate?
Once you have received the Business Registration Certificate or BR, you should display it in your place of business so that the Hong Kong authorities can review it when necessary. Besides being a compliance requirement, displaying your BR also promotes the reputation of the business in the eyes of the consumer and any potential investors of business in Hong Kong.
What Are the Penalties for Failing to Register Your Business?
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 $5,000 and up to 1 year of imprisonment. Perhaps even more serious is the fact that you will struggle to file your tax returns without a business registration number. Failing to file your tax returns and pay the appropriate amount of tax is an even more serious compliance breach than failing to register your business.
If you fail to register your business and then subsequently do so later, you will need to pay for all non-registration periods, including any late penalties.
How Do I Renew My Business Registration Certificate?
Upon submitting your application and paying the registration fee, you can select a Business Registration (BR) validity period of either one year or three years. One month before the expiration of your current BR, 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, it's advisable to get in touch with the Inland Revenue Department. 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. 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 Assist You in Obtaining a Business Registration and Renewing the Certificate
The Business Registration Certificate in Hong Kong can be obtained during the company incorporation. Your service provider, a company secretary, lawyer, or 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, you can contact our team at incorporation@statrys.com or visit our Company Secretary Review page to find the right partner for your business.
FAQs
Which businesses need a Business Registration Certificate?
According to the Companies Ordinance, all the following business structures and entities must be registered to operate in Hong Kong: • Companies that are incorporated in Hong Kong. • Branches or representative offices of international companies. • Partnerships, including limited partnerships. • Sole proprietors and self-employed.
What is a Business Registration Number?
What happens if I fail to register my business on time?
