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In brief

The Companies Registry has announced the adoption of an Unique Business Identifier (UBI) for all entities under the administration of the Registrar of Companies (“Registrar“) on 27 December 2023 and revised 117 specified forms to take effect from the same date.


UBI enables legal entities to be distinctly identified in various transactions and regulatory interactions. The 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, will be adopted as the UBI of all companies and entities in Hong Kong.

For companies or entities which do not have a BRN, such as companies exempted from registration under the Business Registration Ordinance (Cap. 310), a dummy BRN converted from the previous company number or company registration number of the companies or entities in the Registry’s records will be adopted as the UBI.

The UBI will be implemented by the Companies Registry in two phases: the first phase for limited partnership funds took effect from 1 November 2021 and the second phase, covering limited companies and all other entities, will be implemented simultaneously with the launch of the Companies Registry’s revamped Integrated Companies Registry Information System on 27 December 2023.

Key features of Phase 2 of UBI on companies and entities include the following:

  • BRN will be adopted as the “No.” on the Certificate of Incorporation, Certificate of Registration, or Certificate of Change of Name issued by the Companies Registry
  • BRN, instead of the existing company registration number, will have to be quoted on specified forms and documents delivered to the Companies Registry
  • BRN will be the key number for searching and identifying a company or entity under different services of the Companies Registry

To facilitate the implementation of Phase 2 of UBI, the Registrar has revised 117 specified forms with effect from 27 December 2023, for the following major purposes:

  • Adopting the BRN as the UBI of a company or entity
  • A new structured format for reporting addresses
  • A revised format for reporting details of shareholders

There will be a transitional period of six months where both old and new forms will be accepted, except as follows:

  • Forms NNC1 NNC1G, NNC5 and NN1 have a shorter transitional period of four weeks i.e. only new forms will be accepted from 25 January 2024 onwards
  • Forms for open-ended funds do not have any transitional period

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For further information and to discuss what this might mean for your company and whether any actions have to be taken, please get in touch with any of us under the “Contact Information” or your usual Baker McKenzie contact.

Author

Liza Murray is a partner in Baker McKenzie's Corporate Practice Group in Hong Kong. Liza is a fellow member of the Institute of Chartered Secretaries and Administrators, and a fellow member of the Hong Kong Institute of Company Secretaries. She currently sits on the Professional Services Panel of the Hong Kong Institute of Company Secretaries.

Author

Jannie Mak is a Senior Manager in Baker McKenzie, Hong Kong office.

Author

Tracy Wut is the managing partner for Baker McKenzie's China and Hong Kong offices. She is experienced in mergers and acquisitions and foreign direct investments in China. She regularly acts for clients in complex cross-border transactions, in particular in the pharmaceuticals and healthcare sector, and navigates clients through various issues relating to investments in China. She has been recommended as a leading lawyer in Corporate/M&A by Chambers Global, Corporate/M&A and Life Sciences by Chambers Asia and M&A and private equity by IFLR1000. She is the co-head of the Pharmaceuticals and Healthcare Industry Group in China and Hong Kong.

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