Hong Kong Ordinances

BUSINESS REGISTRATION ORDINANCE - SECT 6

Registration of business and issue of business registration certificate

(Past version on 30/06/1997).

(1) Upon application being made under section 5(1) the Commissioner shall
register each business in the manner prescribed.

(1A) Upon application being made under section 5(3) the Commissioner shall
register each branch in the manner prescribed. (Added 56 of 1984 s. 5. Amended
79 of 1992 s. 3)

(2) Businesses registered under the Business Regulation Ordinance 1952 (14 of
1952) shall for the purposes of this Ordinance be deemed to have been
registered under this section.

(3) Upon payment of the prescribed business registration fee and levy under
section 7 or under an order of a magistrate under section 15 or upon the
granting of an exemption under section 9 the Commissioner shall issue a
business registration certificate in respect of each business.

(3A) Upon payment of the prescribed branch registration fee and the levy under
section 7 or under an order of a magistrate made under section  15 the
Commissioner shall issue a branch registration certificate in respect of the
branch. (Added 56 of 1984 s. 5)

(4) The Commissioner shall not be required to register any business or branch
of a business or to issue a business registration certificate or a branch
registration certificate where application is made for registration-

   (a)  of a business or a branch which is unlawful;

   (b)  by a name which suggests that the business is incorporated with
        limited liability when it is not, or, where the business is
        incorporated with limited liability, by a name which suggests that the
        business is incorporated under a different name; or (Replaced 3 of
        1999 s. 6)

   (c)  by a name which suggests a connection with the Government or any
        public body when no such connection exists or has existed. (Replaced
        79 of 1992 s. 3)

(4A) Where the Commissioner has decided not to register a business for the
reason specified in subsection (4)(b) or (c), he shall notify the applicant in
writing of his decision and the reason for it, and the applicant shall within
1 month of such notification make a new application to the Commissioner for
registration under a different name. (Added 79 of 1992 s. 3)

(4B) Where at any time after a business or a branch of a business has been
registered the Commissioner, on the ground that a court or other competent
authority has decided that such business or branch is unlawful, decides that
such business or branch should not have been registered for the reason
specified in subsection (4)(a)-

   (a)  the Commissioner shall remove the entry in respect of the business or
        of the branch, as the case may be, from the register; and

   (b)  the Commissioner shall as soon as practicable after the removal
        publish a notice in the Gazette of the removal and on publication such
        business or branch, as the case may be, shall be deemed to have never
        been registered. (Added 3 of 1999 s. 6)

(4C) Any person aggrieved by a decision of the Commissioner made under
subsection (4B) may, within 28 days of the publication of the notice of
removal referred to in paragraph (b) of that subsection, appeal to the Court
of First Instance against the removal and the Court of First Instance may make
such order thereon as it may deem just, including an order as to costs. (Added
3 of 1999 s. 6)

(4D) Where at any time after a business or a branch of a business has been
registered it appears to the Commissioner that such business or branch should
not have been registered for the reason specified in subsection (4)(b) or (c),
the Commissioner shall issue a notice to the person carrying on such business
or branch requesting him to make a new application to the Commissioner for
registration of the business or branch, as the case may be, under a different
name which does not contravene the prohibition imposed by subsection (4)(b) or
(c) within 3 months of the issue of such notice. (Added 3 of 1999 s. 6)

(4E) A notice issued by the Commissioner under subsection (4D) shall include a
statement of the reasons therefor and the person issued with the notice may
appeal in the manner provided in section 17. (Added 3 of 1999 s. 6)

(4F) Where a new application for registration of a business or a branch of a
business under a different name is not made in accordance with the
requirements of subsection (4D), or no appeal has been lodged under subsection
(4E), or an appeal lodged under subsection (4E) has been determined otherwise
than in favour of the appellant, the business or branch, as the case may be,
shall be deemed to have ceased to be carried on at the expiration of the 3
months period referred to in subsection (4D) or immediately after the appeal
has been so determined, as the case may be, and the Commissioner shall record
such cessation on the register accordingly. (Added 3 of 1999 s. 6)

(4G) Where a business or a branch of a business is deemed to have ceased to be
carried on under subsection (4F), the Commissioner shall as soon as
practicable thereafter, notify the person served with the notice under
subsection (4D) of such cessation, and publish the name, business registration
number, business address and the date of the cessation in the Gazette. (Added
3 of 1999 s. 6)

(5) A business registration certificate and a branch registration certificate
shall be valid until the expiry date endorsed thereon, and no such certificate
shall be valid unless it bears an endorsement to the effect that-

   (a)  the prescribed business registration fee or the prescribed 
        branch registration fee, as the case may be, and the levy have been
        paid; or (Replaced 56 of 1984 s. 5)

   (b)  in the case of a business registration certificate, no fee is payable.
        (Replaced 56 of 1984 s. 5)

(5A) The expiry date endorsed on a business registration certificate shall be
the date of the expiration of-

   (a)  where the certificate is an applicable business registration
        certificate in respect of which an election has been made under
        subsection

(5C), 3 years from the date of commencement endorsed thereon; or

   (b)  in any other case, 1 year from the date of commencement endorsed
        thereon. (Added L.N. 90 of 1999 and 44 of 1999 s. 26)

(5B) (a) The expiry date endorsed on a branch registration certificate issued
in respect of a branch of a business shall-

        (i)    where there is a relevant business registration certificate, be
               the same as the expiry date endorsed on the
               relevant business registration  certificate; or

        (ii)   where there is no relevant business registration certificate,
               be such date as the Commissioner shall reasonably decide having
               regard to the circumstances of the case.

        (b)	In this subsection, "relevant business registration 
certificate" (有關商業登記證), in relation to a branch registration
certificate issued in respect of a branch of a business, means a business
registration certificate issued in respect of the business on which-

        (i)    the date of commencement endorsed is the same as the date of
               commencement endorsed on the branch registration certificate;
               or

        (ii)   the date of commencement endorsed is earlier than the date of
               commencement endorsed on the branch registration certificate,
               but the expiry date endorsed is not earlier than the date of
               commencement endorsed on the branch registration certificate.
               (Added L.N. 90 of 1999 and 44 of 1999 s. 26)

(5C) A person carrying on business may-

   (a)  where a valid business registration certificate has been issued in
        respect of the business, by notice in writing given to the
        Commissioner not later than 1 month before the expiry date endorsed on
        the certificate; or

   (b)  where an application for the registration of the business under
        section 5(1) is made within 1 year of the commencement of the
        business, by a statement in the application, elect that the expiry
        date to be endorsed on all applicable business registration
        certificates to be issued at any time thereafter in respect of the
        business shall be the date of the expiration of 3 years from the date
        of commencement endorsed thereon. (Added L.N. 90 of 1999 and 44 of
        1999 s. 26)

(5D) (a) Where a person has made an election as regards a business under
subsection (5C)-

        (i)    the election shall be irrevocable in respect of the first
               applicable business registration certificate that has been or
               may be issued in respect of the business after the election is
               made;

        (ii)   subject to subparagraph (i), the election may be revoked by the
               person by notice in writing given to the Commissioner at any
               time not later than 1 month before the expiry date endorsed on
               a valid business  registration certificate where the expiry
               date is endorsed in accordance with the election.

   (b)  Where an election is revoked under paragraph (a)(ii), the election
        shall be regarded as not having been made in respect of any business
        registration certificate that may be issued after the revocation is
        made. (Added L.N. 90 of 1999 and 44 of 1999 s. 26)

(5E) In this section, a reference to applicable business registration
certificate is a reference to-

   (a)  in relation to an election made in the manner specified in subsection
        (5C)(a), a business registration certificate on which the date of
        commencement endorsed-

        (i)    shall be a date after the expiry date endorsed on the valid 
               business registration certificate referred to in that
               subsection; and

        (ii)   shall not be a date before the commencement of the Revenue
               Ordinance 1999 (44 of 1999);

   (b)  in relation to an election made in the manner specified in subsection
        (5C)(b), a business registration certificate on which the date of
        commencement endorsed shall not be a date before the commencement of
        the Revenue Ordinance 1999 (44 of 1999). (Added L.N. 90 of 1999 and 44
        of 1999 s. 26)

(6) The issue of a business registration certificate or a branch registration
certificate in respect of any business shall not be deemed to imply that the
requirements of any law in relation to such business or to the persons
carrying on the same or employed therein have been complied with. (Amended 79
of 1992 s. 3)

(7) Where a body corporate makes an application for registration under
section 5(1) and the body corporate is not incorporated in Hong Kong, the
Commissioner shall record its place of incorporation after its name on the
register in a manner he sees fit. (Added 3 of 1999 s. 6) (Amended 56 of 1984
s. 5)

"relevant business registration certificate" (有關商業登記證)