On 21 February 2011, Parts 2 and 5 of the Companies (Amendment) Ordinance 2010 came into operation. The main purposes of the amendments are to facilitate electronic company incorporation and electronic filing of documents with the Companies Registry. The Registrar of Companies (the "Registrar") is now empowered to issue electronic certificates, and electronic communications with the Registrar, including the delivery of documents in the form of electronic records and the signing of documents by digital signatures or passwords is now allowed. Since there are a large number of forms involved, new services for electronic submission of documents under the Companies Ordinance ("CO") will be introduced in stages. The first stage will be implemented in the first quarter of 2011, and it will provide for electronic submission of specified forms/documents for company incorporation and change of company name of local companies.
A one-stop company and business registration service was implemented on the same day upon the commencement of the Business Registration (Amendment) Ordinance 2010. Any person who applies for incorporation of a local company or registration of a non-Hong Kong company under the CO will be deemed to have made a simultaneous application for business registration. Upon approval of an application, the Registrar will issue a Certificate of Incorporation/Registration and the Business Registration Certificate in one go. Certificates in hard copy form will be issued for paper applications and in electronic form for electronic applications. Both types of certificates will have the same legal effect.
Pursuant to a new section of the Business Registration Ordinance ("BRO"), local and non-Hong Kong companies will be deemed to have notified the Commissioner of Inland Revenue of relevant changes under the BRO where such changes have been filed with the Registrar and the Registrar has transmitted the particulars of the changes to the Commissioner of Inland Revenue after the relevant notice/return has been registered or recorded.
We previously reported on the passing of the Companies and Business Registration (Amendment) Bills in our
June/July 2010 edition of the Hong Kong Financial Institution Newsletter, a copy of which can be viewed HERE.
The Companies Registry's circular can be viewed HERE.