| 公司註冊處 | |
 Emblem of the Hong Kong SAR | |
| Agency overview | |
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| Headquarters | 14th floor, High Block,Queensway Government Offices, 66 Queensway,Hong Kong |
| Minister responsible |
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| Parent agency | Financial Services and the Treasury Bureau |
| Website | cr.gov.hk |
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| Companies Registry | |||||||
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| Traditional Chinese | 公司註冊處 | ||||||
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TheCompanies Registry (CR;Chinese:公司註冊處) is a government department under theFinancial Services and the Treasury Bureau of theGovernment of Hong Kong. Its responsibilities include the registration of Hong Kong companies and non-Hong Kong companies under the Companies Ordinance,open-ended fund companies under the Securities and Futures Ordinance and limited partnership funds[1] under the Limited Partnerships Funds Ordinance. It administers the licensing regime[2] for trust and corporate service providers under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance as well as the licensing regime[3] for money lenders under the Money Lenders Ordinance.
Its headquarters is located atQueensway Government Offices inHong Kong Island.
The previous form of theCompanies Registry was formed in 1865 with the enforcement of the first Companies Ordinance which was based on the1862 Act in the United Kingdom and was governed by the Registrar of theSupreme Court. Before 1865, the companies inHong Kong were restricted by theBritish Law introducing from the 29 January 1841 bySir James John Gordon Bremer andCaptain Charles Elliot. However, theBritish Law wasn’t designed for the nature of the economic system inHong Kong.[4]
Until 1949, the administration of theCompanies Registry was passed to theRegistrar General’s Department under the introduction of Registrar General (Establishment) Ordinance. In 1962, the Companies Law Revision Committee was formed to review and improve the company legislation inHong Kong in order to establish a more comprehensive rules regarding to the characteristics of the Hong Kong economic environment.[4]
After years of revision of the Companies Ordinance, a system of reserving company’s name had been introduced in Section 20A of the Companies Ordinance in 1977. The period of reservation for both newly established company and existing company was three months. Extending for extra three months of the period of reservation could be applied.[4]
In 1984, there were major and important laws established by the Standing Committee. Power was given to the company by the Companies Ordinance to manage the operation of the company, the minimum number of individuals to establish a public company was reduced from 7 to 2, the explanation of a company limited by shares had been updated etc.[4]
TheCompanies Registry was then established on 1 May 1993 headed by theFinancial Services and the Treasury Bureau and the trading fund of theCompanies Registry was set up on 1 August 1993, being one of the earliest government department which operated with trading fund.[4]
In March 2021, theFinancial Services and the Treasury Bureau proposed changes to the Companies Registry that would begin to restrict access to some of its data to the public.[5][6] In October 2021, the government announced that the system would require users to enter in their personal information.[7]
| Title[4] | Name | Term |
|---|---|---|
| Registrar, Supreme Court | William Hastings Alexander | 29 April 1865 – 12 May 1876 |
| Charles Bushe Plunket | 12 May 1876 – 14 April 1880 | |
| Henry Frederick Gibbons | 14 April 1880 – 27 February 1882 | |
| Edward James Ackroyd | 27 February 1882 – 24 March 1893 | |
| Alfred Gascoyne Wise | 24 March 1893 – 28 September 1895 | |
| James William Norton-Kyshe | 28 September 1895 – 19 May 1904 | |
| Arathoon Seth,I.S.O. | 19 May 1904 – 30 October 1909 | |
| Joseph Horsford Kemp | 30 October 1909 – 15 August 1911 | |
| Hugh Adair Nisbet | 15 August 1911 – 20 October 1928 | |
| Charles Alexander Dick Melbourne | 20 October 1928 – 1 October 1929 | |
| Thomas Maynard Hazlerigg,M.C. | 1 October 1929 – 12 October 1935 | |
| Ernest Philip Henry Lang | 12 October 1935 – 21 April 1940 | |
| Lancelot Ruggles Andrewes | 21 April 1940 – 1 May 1946 | |
| Henrique Alberto de Barros Botelho | 1 May 1946 – 1 January 1949 | |
| Christopher Paul D’Amadai e Castro | 1 January 1949 – 1 April 1949 | |
| Registrar General | ||
| William Aneurin Jones,J.P. | 1 April 1949 – 1 August 1958 | |
| William Kirk Thomson,O.B.E.,J.P. | 1 August 1958 – 10 April 1968 | |
| Walter Hume,O.B.E.,J.P. | 10 April 1968 – 1 March 1976 | |
| Piers Jacobs,O.B.E.,J.P. | 1 March 1976 – 20 September 1982 | |
| Noel Martin Geesoni,O.B.E.,J.P. | 20 September 1982 – 1 May 1993 | |
| Registrars of Companies | ||
| Mr. Gordon William Ewing Jones,B.B.S. | 1 May 1993 – 27 August 2007 | |
| Ms. Ada Chung Lai Ling,J.P. | 27 August 2007 – present |
- Registration for companies, limited partnerships, trust companies and registered trustees.[8]
- Let public to access the information held by theCompanies Registry.[8]
- Make sure the registered company following the related Ordinances.[8]
- Management of Trust or Company Service Provider’s licence.[8]
- Give advice to the Government and theLegislative Council regarding to the company law.[8]
The first Companies Ordinance was established in 1865 after theBritish colonized Hong Kong in 1842.[4] The Companies Ordinance 1865 was written based on the1862 Act in theUnited Kingdom which benefited the English companies to develop business inHong Kong. It introduced numbers of rules regarding to the incorporation of companies, major restrictions were the minimum number of members to start a business, kinds oflimited liability, name changing etc.[4]
Till 1911, a new Companies Ordinance was issued under the1908 Act in theUnited Kingdom.[4] Major changing from the previous Companies Ordinance were lowering the minimum person of startingprivate company, penalties and restriction to company’s operation.
A revised 1932 Ordinance was formed with theCompanies Act 1929 which was mainly to incorporate the rising ofChina companies.[4]
In 1949, the 1949 Amendment Ordinance was constructed which let the companies inHong Kong to expand and develop business outside theBritish-Hong Kong colony.[4] The 1958 Ordinance was followed by the previous law, mainly to define “charitable purpose”, which the meaning was unclear before it.
Till 1970s, the Companies (Amendment) Bill gave power to the Companies Law Revision Committee which was aimed to protect the interest of theinvestors inHong Kong by giving suggestion to revise thelaw from British so that the law could be more suitable for thesocio-economic environment inHong Kong.[4] There were different versions of the Companies (Amendment) Bill in 1972, 1974, 1977, 1978 and 1979.
The Companies Law Revision Committee kept editing and improving the law under the introduction of the Companies (Amendment) Bill 1984.[4] In the same year, the Companies (Amendment) Ordinance 1984 was published. Alternation of thememorandum, power of companies, definition ofcompany limited by shares etc. were added into the Ordinance. the Companies (Amendment) Ordinance of 1990 and 1995 adjusted certain fee charges and started to introduce documents inChinese.
In 1997,Hong Kong was officially handover toChina fromBritish colony, the Companies (Amendment) Ordinance of 1997 further translated the details of law toChinese.[4] A new function of deregistration was first introduced by the Ordinance 1999.
Until 2 July 2003, the Companies (Amendment) Ordinance 2003 established and the main change was the forbiddance of starting acompany limited by guarantee with ashare capital.[4]
On 10 December 2010, a revised version, Companies (Amendment) Ordinance 2010 was introduced which the Ordinance gave a larger extent of power to penalize the violation of rules.[4]
The new Companies Ordinance 2014 which include 921 sections and 11 schedules was commenced on 3 March 2014.[9] There were few changes on deregistration,General meetings,corporate director etc. Some details were extending the application of deregistration fromprivate companies only to alsocompanies limited by guarantee, the name ofExtraordinary General Meeting was changed toGeneral Meeting, lowered the restriction ofcorporate director which needed at least one director to one natural person.[9]
Local companies may beunlimited companies or limited companies. Two types oflimited company are opened for registration inHong Kong,company limited by shares andcompany limited by guarantee, depending on the purpose of starting a company. A company limited by shares is the most common type of company in Hong Kong. Three documents will be needed for the application, Form NNC1 forcompany limited by shares or Form NNC1G for company not limited by shares, a copy of the company's articles of association and a Notice to Business Registration Office (IRBR1).[10] Certificate will be established once all the procedure completed. The fee of registering acompany limited by shares would be HKD$1,720[11] and the price of registering acompany limited by guarantee would vary from HKD$170 to 340[11] or even more, depending on the number of members the company has.
All non-Hong Kong companies with a place of business in Hong Kong should register in theCompanies Registry not later than one month after establishing that place of business inHong Kong.[12] Registration creates a branch of that non-Hong Kong company in Hong Kong.[13] Application requires five documents, the Form NN1, a certified copy of the instrument defining the company's constitution, a certified copy of the company's certificate of incorporation, a certified copy of the company's latest published accounts and a Notice to Business Registration Office (IRBR2).[10] Certificate will be established once all the procedure completed. The fee of registering a non-Hong Kong company will all be the same price of HKD$1,720.[11]
Before starting the application, checking of the existing name of other registered companies may be needed as theCompanies Registry will reject the request if the name has already been taken. There is a requirement for local companies to change the company name, they must qualify the “Special Resolution” and the intellectual property rights. Form NNC2 and a new name of company must be handed to the office ofCompanies Registry with HKD$295[11] either in electronic or hard copy within 15 days after the qualification of the above requirement.
Checking of the existing name of other registered companies is also needed no matter the type of company to avoid being rejected. Two documents are required for registered non-Hong Kong company to change name, Form NN10 and a certified copy of any official document from theGovernment of Hong Kong. The fee of changing a non-Hong Kong company’s name is HKD$1425.[11] Once the application is approved, the Certificate of Registration of Alteration of Name of Registered Non-Hong Kong Company[10] will be issued by theCompanies Registry.
Annual Return and statutory documents are required for both non-Hong Kong and local companies to submit to theCompanies Registry such as notice of appointment of receiver or manager, notice of mortgagee entering possession of property or notification of payment. The fee of them varies from HKD$40 to HKD$4,800.[11]
With the restriction of Companies Ordinance, Limited Partnerships Ordinance, Registered Trustees Incorporation Ordinance and Miscellaneous Incorporation Ordinances,[10] information should be disclosed to the public in certain extent. Information of company and records of licensed money lender can be searched at theCyber Search Centre located in the office ofCompanies Registry. Some of the searching are not charged which include company name, document index, register of disqualification orders index and register of charges index.For charged document such as principal account, directors index search or obtaining certificate etc. The price of these documents varies from HKD$9 to HKD$500.[11]
“Notice of No Objection to a Company being Deregistered” should be first applied from theCommissioner of Inland Revenue.[10] After the authority approved the application. A Form NDR1 from theCompanies Registry and the approval notice must be submitted with a fee of HKD$420[11] within 3 months from the approval.
| Office title | Officeholder[14] |
|---|---|
| Registrar of Companies | Ms. Ada Chung Lai Ling,J.P. |
| Registry Manager | Ms. Marianna Yu Shuk Fong |
| Registry Solicitor | Ms. Kitty Tsui Lai Ching |
| Deputy Principal Solicitor | Ms. Ellen Chan |
| Business Manager | Mr. Richard So Shun Kin |
| International | |
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| National | |
