COMPANY REGISTRY – UNIQUE BUSINESS IDENTIFIER (UBI)

Implementation of Unique Business Identifier

Company Registry announces the implementation of Phase 2 of Unique Business Identifier (UBI) on 27 December 2023. The purpose of using UBI is helping government to enhance public service delivery and regulate entities more effectively.

What is UBI?

UBI enables governments and businesses to distinctly identify legal entities in various transactions and regulatory interactions. Also, UBI reduces possible errors caused by the use of different identifiers in identifying the same entity and in turn. Furthermore, UBI helps communication and exchange of data across government departments and businesses.

company-registry-new-administration-forms

What is the process?

Company Registry launches the programme in 2 Phases:

1st Phase

Effected from 1 November 2021 for Limited Partnership Fund

2nd Phase

Starting from 27December 2023 and extended to cover Limited Companies and entities as follows:

  • companies incorporated or registered under the Companies Ordinance (Chapter 622);
  • open-ended fund companies incorporated or registered under Part IVA of the Securities and Futures Ordinance (Chapter 571);
  • limited partnerships registered under the Limited Partnerships Ordinance (Chapter 37);
  • registered trustees corporations incorporated under the Registered Trustees Incorporation Ordinance (Chapter 306); and
  • other entities formed or registered under various Ordinances administered by the Registrar.

What are the Key Features of Phase 2 of UBI?

  • The first 8-digit of the business Registration Number (BRN) will be your UBI
  • For filing to Company Registry, you have to quote your BRN instead of the number of Company Incorporation.
  • BRN become a key number for searching and identifying a company or entity.

How to get your NEW UBI Certificate?

  • For limited companies and entities incorporated or registered before 27 December 2023, the Registry will issue a letter about the replacement of existing CR No. by BRN to each of these companies / entities at your registered address.
  • After 27 December 2023, a new search function “Quick Search >CR No. / BRN Mapping” in ICRIS.

For further information, please contact us.

You may want to read: Company Registry – Failure to Deliver Annual Return

WHAT IS AN AUDIT REPORT?

An audit report is the examination of the financial report of an organisation. As presented in the annual report by an independent of the organisation. The report includes a balance sheet, an income statement, a statement of changes in equity, a cash flow statement, and notes comprising a summary of significant accounting policies and other explanatory notes.

audit report

What is the purpose of an audit report?

The purpose of an audit is as follows:

  • To enhance the degree of confidence of intended users towards the financial statements. However, the company is ultimately responsible for the preparation of the company’s financial statements and supporting documents.
  • Ensure that the information and documents ultimately submitted to the IRD are accurate, with no internal bias.

In Hong Kong, every company have the obligation to submit the audit report to fulfil requirement of the Companies Ordinance (CO) and the Inland Revenue Ordinance (IRO).

Once an auditor has completed an audit, the auditor will prepare an Audit Report. Then the report needed to be signed by company’s director and the auditor. The Report is important because they form the basis of calculating the tax liabilities of the company and will provide legitimacy towards the company’s business activities.

The IRD will refer to these documents to determine the company’s tax obligations for that financial year of assessment. It is not uncommon that the IRD will raise questions about the audited financial statements and tax computation, however, a well-completed Audit Report with an Unqualified Opinion will have fewer chances of being questioned.

During the audit, it is necessary to work with the auditor closely to provide them with the accounting records and supporting documents in order to complete the Audit Report. Finally, the IRD will only accept the original hard copy of the signed Audit Report from the company directors.

For further information, please contact us.

You may want to read: HOW TO DEAL WITH YOUR FIRST AUDIT IN HONG KONG?

What is a Balance Sheet?

Balance Sheet is a snapshot of your business’s financial condition at a single point in time. It shows what you own (your assets) vs what you owe (your liabilities). The difference between the two is often used as a starting point for valuing a business.

Types of Assets

Current Assets

Current assets have a lifespan of one year or less, meaning they can be converted easily into cash. Such asset classes include cash and cash equivalents, accounts receivable, and inventory.

Non-Current Assets

Non-current assets are assets that are not turned into cash easily and have a lifespan of more than a year. Then, they can refer to tangible assets, such as machinery, computers, buildings, and land. Also, non-current assets can be intangible assets, such as goodwill, patents, or copyrights. While these assets are not physical in nature. However, they are often the resources that can make or break a company—the value of a brand name. For instance, should not be underestimated.

Types of Liabilities

On the other side of the balance sheet are the liabilities. These are the financial obligations a company owes to outside parties. Like assets, they can be both current and long-term.

Current Liabilities

Current liabilities are the company’s liabilities that will come due, or must be paid, within one year. This includes both shorter-term borrowings, such as accounts payables (AP), which are the bills and obligations that a company owes over the next 12 months

Non-current Liabilities

Long-term liabilities are debts and other non-debt financial obligations, which are due after a period of at least one year from the date of the balance sheet. For instance, a company may issue bonds that mature in several years’ time.

Shareholders’ Equity

Shareholders’ equity is the initial amount of money invested in a business. If at the end of the fiscal year, a company decides to reinvest its net earnings into the company (after taxes), these retained earnings will be transferred from the Profit & Loss statement onto the balance sheet and into the shareholder’s equity account.

What can you see in a Balance Sheet?

Balance sheets give an at-a-glance view of the assets and liabilities of the company and how they relate to one another. Furthermore, the balance sheet can help answer questions such as:

  • Is the company having a positive net worth?
  • whether it has enough cash and short-term assets to cover its obligations
  • whether the company is highly indebted relative to its peers.

In order for the balance sheet to balance, total assets on one side have to equal total liabilities plus shareholders’ equity on the other side. That is:

Total Assets = Total Liabilities + Shareholders’ Equity

Yet, a balance sheet is just a snapshot of the company’s financial position at a single point in time.

For further information, please contact us.

You may want to read: MANAGING YOUR INVENTORY AND ACCOUNTING WORK

WHAT IS PROFIT AND LOSS STATEMENT?

A profit and loss statement is a financial report that shows how much your business has spent and earned over a specified time. It also shows whether you’ve made a profit or a loss over that time – hence the name.

A profit and loss statement might also be called a P&L or an income statement. The statement can cover any period of time, although it’s most commonly prepared at the end of a month, a quarter, or a year.

Profit and loss

What is including in a P&L?

A profit and loss statement summarises all the activity recorded in your income and expenses accounts over the specified time. Income typically includes sales while expenses might cover things like payroll, advertising, rent and insurance. Your P&L statement will include all sales, including credit sales that your customers might not have paid yet. It will also include bills for expenses that you have incurred but not paid.

What information you should look for?

Your total profit or loss is what you’ve earned minus what you’ve spent. If this amount is positive, it’s called a net profit. If it’s negative it’s called a net loss.

A P&L statement can also help you calculate profit margins, which show how good the business is at converting revenue into profits.

For further information, please contact us

You may want to read: STEP 4 OF ACCOUNTING PROCESSES IN HK: INCOME STATEMENT AND BALANCE SHEET

What is a Management Account within an accounting books?

Everybody has heard of a management account, many of them may see a few of management accounts in the past. So, what is a management account? Management accounts are financial reports that track various financial figures and metrics, and provide insight into the current financial health of a business. In principle they are similar to Year End accounts but are less formal and are personalised to the user’s requirements.

management account

Why is a Management Account Used?

Management Accounts are used for day-to-day or long-term strategic decision making.

Helping Grow a Business

To grow a business, it needs accurate, quality and up-to-date information.

Better Control Cash Flows

Management accounts provide the latest cash flow information for business owners to quickly identify trends in revenue and costs. This can help a business avoid any identified crisis situations that can be potentially costly.

To Assist with Tax Planning

Accountants often rely on management accounts when predicting a company’s potential tax liabilities. For instance, in Hong Kong, tax representatives will often utilize management accounts to determine whether Hong Kong tax authorities have accurately calculated a company’s profits tax liabilities.

Improve the Audit Process

Auditors will often request for documentation that can support a company’s financial statements and will frequently refer to management accounts. So, properly maintaining management accounts in a routine manner can help identify accounting issues as they arise. Also, allowing businesses to act promptly, rather than trying to correct all errors as they are identified during an audit. Thus, management accounts are the must for the audit checklist.

For further information, please contact us.

You may want to read: Checklist for Accounting and Auditing in Hong Kong

WHAT TO PREPARE FOR YOUR AUDIT?

Submitting a year end audit is a company’s obligation. As an entrepreneur in Hong Kong, you have no option to avoid to prepare your audit report. Preparing a report seems to be headache. However, if you plan ahead, then the auditing is an essential tool to help you know better of your company’s financial status.

audit

Documents required for Audit

The following information is required for a Hong Kong Statutory Audit:

  • Annual financial statements will include a balance sheet, an income statement, a statement of changes in equity, and a cash flow statement
  • All sales/service agreements, employment contracts, tenancy agreements for the assessed period
  • All sales invoices, purchase invoices and expenses receipts for the assessed period
  • Bank statements
  • Complete list of affiliated companies and affiliated persons
  • Audited financial statements of subsidiary companies
  • Copies of any special licences, if applicable
  • Copy of company’s registration documents:
    • Updated Business Registration Certificate
    • Incorporation Certificate
    • Articles of Association
    • Annual Return

Under the Companies Ordinance, a company director is required to prepare a financial year statement that complies with the requirements of the Companies Ordinance. These financial statements must be provided to third-party auditors in the auditing process to form the annual statutory audit reports.

As you can see there are specific requirements for an audit. While there are many things you need to pay attention. In order to well prepare an audit, keeping a complete record is a key.

For further information, please contact us.

You may want to read: Checklist for Accounting and Auditing in Hong Kong

Something you need to know about Company Restoration

In Hong Kong, company restoration re-registers a deregistered company and restores its legal status and operations. And here are something to know before restoring a de-registered company.

something-to-know-before-company-restoration

Company restoration can be done when a company needs to reopen or restore its legal status for some reasons. So what are the common causes? For example,

  • if a company fails to conduct timely annual reviews or remains idle for one to two years, government cancellation is not advisable as it creates a negative record at the Registration Office; or

So there are a few things you need to know about restoring your company.

Firstly, the company must resolve all outstanding debts and legal disputes before it can reinstate itself. Otherwise, the company may face legal liability.

Secondly, not all Hong Kong companies can apply for restoration after de-registration.

  • If the Hong Kong company has been deregistrated, but has forgotten that the assets in its name have not been transferred, you can continue to own the assets in its name by restoring the Hong Kong company.
  • A local company that has been dissolved must file the application with the Court of First Instance within 20 years from the date of deregistration.
  • Non-Hong Kong companies must apply within 6 years after the date of deregistration.

If it expires, you can not apply for company reinstatement.

After the company obtains the court order, if the documents delivered are correct, it will generally take about 2 months to restore the registration of the deregistered company.

Who can apply to the Registrar of Companies for administrative restoration? They are:

  • for a dissolved local company, a person who was a director or member of the company; and
  • for a non-Hong Kong company, a person who is a director or member of the company.

The Registrar will usually require the production of the written authorizations of the members of the company for making the application.

The conditions for administrative restoration are:

for a dissolved local company
  • the company was in operation or carrying on business at the time its name was struck off the Companies Register;
  • Government permits restoration of company’s property in Hong Kong if owned by Government as bona vacantia.
  • the applicant must bring up to date the records of the company kept by the Registrar of Companies; and
  • the applicant must pay the government’s costs and expenses for the property during dissolution or the application process.
for a non-Hong Kong company
  • before deregistering from the Companies Register, the company must have had an active business presence in Hong Kong; and
  • the applicant must bring up to date the records of the company kept by the Registrar of Companies; and
  • the Registrar of Companies may also impose any other conditions as the Registrar thinks fit.

If you have any questions, please feel free to contact Centre O.

You may want to read: Deregistration and Restoration Q & A

All you need to know about De-registration of a Hong Kong Limited Company

De-registration of a company is not a situation to expect but it’s always good to prepare for. Herein this blog, we will take you through the requirements, process and what you can expect when you are de-registering the company with the help with Centre O.

all-you-need-to-know-de-registration-a-hong-kong-limited-company

With our experience, clients tend to dissolve their companies due to be 3 main reasons below:

  • Corporate restructuring of the association the company belongs to;
  • Non-compliance with the statutory obligations;
  • Falling out between shareholders of the business;
  • Poor performance of the business due to change of trend or market;
  • The business has been dormant;
  • The business has never commenced business.

The process can take from 8 months or more, depending on the below:

  • The company is no longer operating or conducting business.
  • The company has no debts or liabilities.
  • The company no longer has any assets.
  • The company is still in good standing with no outstanding at the Inland Revenue Department or the Company Registry Department.

What about the Annual Returns and Business Registrations?

A company is required to file Annual Returns and observe its obligations under the Companies Ordinance until it has been dissolved. Failure to do so will make the company liable to prosecution.

Business Registration must also be valid until the Inland Revenue Department issue the “Notice of No objection”.  Meanwhile, if there were Profit Tax Return forms, Employer’s return forms or IRD forms issued, the company must respond or file back to IRD.

What if there are changes on address of director/ shareholder or even registered office address?

If your address changes after applying for deregistration, you should notify the Centre O, your company secretary via email.

So, what are the conditions and requirements for de-registration?

The company must meet the following conditions before making an application for deregistration:

(a) All the members of the company agree to the deregistration;

(b) The company does not intend to resume operations

(c) The company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;

(d) The company still maintains its Hong Kong registered office address to receive letters from IRD and Company Registry.

(e) The company still maintains its Company Secretary to follow up and file the related documents according to the de-registration procedure.

(f) The company has no outstanding liabilities;

(g) The company has disposed of all landed property, securities and trading stock

(h) The company is not a party to any legal proceedings;

(i) The company’s assets do not consist of any immovable property situate in Hong Kong:

(j) If the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong;

(k) The company has no unsettled objections or appeals regarding the de-registration

(l) There are no unanswered enquiries from the Inland Revenue department

(m) The company has obtained a “Notice of No Objection to a company being Deregistered (“Notice of No Objection”) from the Commissioner of Inland Revenue.

(n) The company bank account(s) and payment gateway(s) must be closed before de-registration process is complete.

Any of the de-registration applications must make declarations that convince the Inland Revenue department regarding the above. Misleading information would make the director/ shareholder liable to a fine and/ or imprisonment.

You may also want to read: Have You Got A Secretary To Look After Your Hong Kong Company?

注册香港本地企业条例

公司注册后,须遵从《公司条例》的规定,于规定的证明时间内向公司注册处处长交付法定申请表,其中包括但不限于下列申报:

第658条规定公司须在其注册办事处地址更改后的15日内交付表格NR1。

第648及652条规定公司的董事,公司秘书及/或他们的详情有任何更改,公司须在更改后的15日内交付表格ND2A及/或表格ND2B[视情况而定]

第662及664条规定公司须以表格NAR1交付周年申请表及每年登记费。

  • 私人公司 须就每一年在公司成立为法团之日在该年的周年日后的24日内支付;
  • 公众公司 须就每一个财政年度,在公司的申报日期{即公司的会计参照期结束后的6个月届满之日}后的43日内交付,并随附公司的财务报表,董事报告及核数师报告经核验正式副本。
  • 担保有限公司 须就每一个财政年度,在公司的申报表日期{即公司的会计参照假期结束后的9个月期满之日}后的42日内交付,并须随附公司的财务报表,董事报告及核数师报告的经核证真实副本。
  • 办理商务登记及换领商业登记属税局辖下商业登记署说执行的《商业登记条列[香港法例第310章]的法定要求,即使你已换领商业登记证,你仍须根据《公司条例》而顶明时限内向公司注册处处长交付周年申报表及每年登记费用。逾期交付周年申报表,须缴付大幅度提高的费用。
  • 公司如未遵守《公司条例》的规定,公司及其他责任人(包括每名董事、公司秘书、经理)均可被检控。一经认罪,可以被处失职处罚。

2023 VALUE-ADDED TAX DEDUCTION in CHINA

The Ministry of Finance and the State Administration of Taxation announced on 1 Aug 2023, value-added tax (VAT) will be deducted. Thus, the government aimed to support the SME to further develop of business and to lessen the burden of individual. The act is valid till end of 2027.

The announcement is as follows:

2023 VALUE-ADDED TAX DEDUCTION in CHINA

Value-added tax on Small Scale SME businesses and Individuals

Monthly sales amount for small businesses under CNY100,000 are exempt from VAT.

Individuals taxable levy VAT rate is reduced from 3% to 1%

For further information, please contact us.

You may want to read: China Taxation System Highlight for Investors from Overseas