The Business Registration Ordinance (Cap. 310) in 2026: fee, levy, exemptions and branches

September 8, 2026

The Business Registration Ordinance (Cap. 310) requires every person carrying on business in Hong Kong to register that business with the Business Registration Office of the Inland Revenue Department (IRD) within one month of commencement and to pay two distinct amounts: the business registration fee and the levy that funds the Protection of Wages on Insolvency Fund. For certificates commencing on or after 1 April 2026 a one-year certificate costs HK$2,350(HK$2,200 fee plus HK$150 levy) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). Registration under Cap. 310 is not a licence to trade and says nothing about whether the business is lawful.

Alert. The two-year levy holiday is over. For certificates with a commencement date on or after 1 April 2026the levy is charged again: HK$150 on a one-year certificate and HK$450 on a three-year one. This follows directly from item 3(f) of the Table in Schedule 2 to Cap. 310 as inserted by L.N. 28 of 2024, and is confirmed by the IRD’s published fee table and by the Protection of Wages on Insolvency Fund Board’s annual report. The 2026-27 Budget introduced no new business registration concession.

What you pay in 2026-27: the summary table

Item	Amount from 1 April 2026	Source
Business registration fee, one-year certificate	HK$2,200	Schedule 1, item 1(m)(i), Cap. 310
Business registration fee, three-year certificate	HK$5,720	Schedule 1, item 1(m)(ii), Cap. 310
Levy, one-year certificate	HK$150	Schedule 2, item 3(f)(i), Cap. 310
Levy, three-year certificate	HK$450	Schedule 2, item 3(f)(ii), Cap. 310
Total, one-year certificate	HK$2,350	IRD fee and levy table
Total, three-year certificate	HK$6,170	IRD fee and levy table
Branch registration fee, one-year	HK$80	Schedule 2, item 2(b)(i), Cap. 310
Branch registration fee, three-year	HK$208	Schedule 2, item 2(b)(ii), Cap. 310
Branch total, one-year certificate	HK$230	IRD fee and levy table
Branch total, three-year certificate	HK$658	IRD fee and levy table
Late-payment penalty, business, one-year / three-year	HK$300 / HK$900	Schedule 2, item 1(b), Cap. 310
Late-payment penalty, branch, one-year / three-year	HK$71 / HK$213	Schedule 2, item 1(a), Cap. 310
Exemption threshold, service businesses	HK$10,000 average monthly receipts	Schedule 1, item 3, Cap. 310
Exemption threshold, all other businesses	HK$30,000 average monthly sales	Schedule 1, item 2, Cap. 310
Deadline to apply	1 month from commencement of business	s. 5(2), Cap. 310
Deadline to notify changes and cessation	1 month	s. 8(1), s. 8(2), Cap. 310
Penalty for breach	fine at level 2 (HK$5,000) and imprisonment for 1 year	s. 15(1), Cap. 310

What business registration is, and what it is not

Business registration is a fiscal record of the fact that a business is being carried on — not permission to carry it on. Cap. 310 maintains a register of businesses for tax administration and public identification. It does not test whether the activity meets sectoral requirements and it does not substitute for a sectoral licence.

The statute says so in terms. Under s. 6(6) of Cap. 310, the issue of a business registration certificate or a branch registration certificate “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”. The IRD makes the same point in its own guidance: business registration “is not a licence to trade” and is not intended to regulate business activities.

How Cap. 310 defines “business”

The definition in s. 2(1) of Cap. 310 is deliberately wide. Business means “any form of trade, commerce, craftsmanship, profession, calling or other activity carried on for the purpose of gain” and also means a club. A club is separately defined as a corporation or association of persons formed to afford its members facilities for social intercourse or recreation which (a) provides services for its members, whether or not for the purposes of gain, and (b) has club premises of which its members have a right of exclusive use.

The practical consequence: a club is registrable under Cap. 310 even where it makes no profit at all. This is the one place where the Ordinance expressly displaces the “purpose of gain” test.

Who “carries on business” in the eyes of the Ordinance

s. 3(1) of Cap. 310 answers the question of who is accountable. For a single person or a corporate body, that person or body; for a partnership other than a limited partnership fund, all the partners; for a limited partnership fund, the general partner, the authorised representative or the investment manager; for any other body of persons, its principal officers.

A proviso at the end of s. 3(1) carves out employees: a person who, for the purposes of s. 8 of the Inland Revenue Ordinance (Cap. 112), is deemed to hold an office or employment of profit is not by reason of that alone deemed to carry on business for Cap. 310 purposes.

s. 3(3) of Cap. 310 identifies who must actually do the acts required of a company: for an open-ended fund company, any director or investment manager; for any other company, the secretary, the manager or any director. Failure to apply or to pay is therefore attributable to an identified officer, not to an abstract corporate entity.

The normative base: which instruments are in force, and in what version

Business registration is governed at six different levels, and they are easy to confuse: the fee is imposed by one statute, the power to cut it sits in another, and the recipient of the levy is created by a third.

Instrument	Chapter / number	Role in the structure	Key provisions
Business Registration Ordinance	Cap. 310, in operation from 6 February 1959	The primary statute: duty to register, fee, levy, branches, exemptions, offences	s. 5, s. 6, s. 7, s. 9, s. 11, s. 15, s. 16, Schedule 1, Schedule 2
Business Registration Regulations	Cap. 310A	Application forms, keeping of the register, document fees, sectoral carve-outs	reg. 3, reg. 4, reg. 7, reg. 8, Forms 1(a)–1(d), 2, 3
Public Revenue Protection Ordinance	Cap. 120	Lets the Chief Executive bring a fee increase into effect before the resolution passes	s. 2, s. 5
Public Finance Ordinance	Cap. 2	Lets the Chief Executive reduce a fee by order, but never raise it	s. 39A(a)
Protection of Wages on Insolvency Ordinance	Cap. 380	The fund that receives the levy, and the rules for paying out of it	s. 6, s. 15, s. 16, s. 28
Companies Ordinance	Cap. 622	Simultaneous registration of companies, foreign-company branches and re-domiciled companies	Part 2, Part 16, Part 17A

The amendment chain behind today’s figures

The consolidated text of Cap. 310 currently in force carries a version date of 23 May 2025. Over the past fifteen years the following instruments built the fee and levy structure.

The Business Registration (Amendment) Ordinance 2010 (13 of 2010) created the simultaneous business registration application and rewrote Schedules 1 and 2 to introduce the tabular form they now take. The relevant provisions have operated since 21 February 2011.

The Limited Partnership Fund and Business Registration Legislation (Amendment) Ordinance 2021 (34 of 2021)added s. 5BA for limited partnership funds; Part 3 of that Ordinance has operated since 27 December 2023.

The Business Registration Ordinance (Amendment of Schedule 2) Order 2024 (L.N. 28 of 2024) raised the branch registration fee and inserted the present levy ladder into Schedule 2, including the “on or after 1 April 2026” entry.

The resolution of the Legislative Council (L.N. 38 of 2024) and the Public Revenue Protection (Business Registration) Order 2024 (L.N. 29 of 2024) raised the business registration fee to HK$2,200 and HK$5,720.

The Companies (Amendment) (No. 2) Ordinance 2025 (14 of 2025) created the re-domiciliation regime and inserted the concept of a re-domiciled company and s. 5BB into Cap. 310, with effect from 23 May 2025.

Who must register, and by when

Every person carrying on business in Hong Kong must apply for registration within one month of the date on which the business commenced. The rule is in s. 5(1) and s. 5(2) of Cap. 310, and the Commissioner may extend that period if he sees fit.

Companies: the duty does not depend on trading

The most expensive misunderstanding in this area concerns s. 2(1A) of Cap. 310. That provision deems five categories to be persons carrying on business — and therefore liable to be registered — without any inquiry into whether they trade at all:

• a company incorporated in Hong Kong under the Companies Ordinance (Cap. 622) or under a former Companies Ordinance, where it is not otherwise liable to be registered;

• a re-domiciled company, where it is not otherwise liable to be registered;

• an open-ended fund company;

• a limited partnership fund;

• a non-Hong Kong company within s. 2(1) of Cap. 622, where it is not otherwise liable to be registered.

The provision is reinforced by an express override: these entities are deemed to carry on business “notwithstanding any deemed cessation of business under section 6(4F) or any notification of cessation of business which may be furnished under section 8(2)”. In practice this means that a dormant Hong Kong company must keep paying the fee and the levy every year until it is dissolved or deregistered, and a cessation notice does not release it. The IRD states the same position in its guidance on ceasing business registration.

The two cases most often missed

The IRD’s own list adds two categories to the statutory text that rarely appear in commentary.

A foreign company with a representative or liaison office. In the IRD’s formulation, registration is required of “every non-Hong Kong company that has a representative or liaison office in Hong Kong, or has let out its property situated in Hong Kong, regardless of whether it has established a place of business in Hong Kong”. A representative office that deliberately avoids registering as a Part 16 non-Hong Kong company must nevertheless obtain business registration.

Activity conducted online. The IRD expressly extends the definition of business to activity carried on “whether through a brick-and-mortar presence or the internet”.

An application for a business that has not commenced will not be accepted

The other side of the one-month deadline: the IRD will not accept applications to register businesses that have never existed or have yet to commence operation. It says so in terms, and adds that where a non-resident is the sole proprietor or a partner it will require proof that the business has actually commenced in Hong Kong, because persons who land in Hong Kong as visitors are normally not allowed to establish or join a business during their stay.

How the Commissioner can make someone a person carrying on business

s. 3(4) of Cap. 310 empowers the Commissioner to serve a notice on any person to the effect that the person will be deemed to be carrying on business. The person is then so deemed unless, within one month of service, he satisfies the Commissioner that he is not. A parallel rule in s. 3(4AA) applies to carrying on business at a branch.

The notice must state the reasons for it (s. 3(4A)), and a person who fails to satisfy the Commissioner may appeal under s. 17 — to the Administrative Appeals Board, within 28 days.

A separate clock for branches

A branch registration application must be made within one month of the commencement of business at the branch (s. 5(4) of Cap. 310), and that period too may be extended by the Commissioner (s. 5(5)).

How applications are handled in practice

The IRD states that where an application is lodged at the Business Registration Office counter the certificate is issued within 30 minutes of receipt of a properly completed application, and within 2 working days where it is lodged by post or online. The eTAX channel is open only to sole proprietorships, partnerships and branches; companies go through the Companies Registry instead.

Annual renewal of the certificate is only one strand of a Hong Kong company’s recurring obligations; the rest are set out in our guide to mandatory annual compliance for Hong Kong companies.

The business registration fee: how the charge is built

The business registration fee is not a charge for a service; it is a fiscal imposition. In its brief to the Legislative Council of 6 March 2024 the Government described it in terms as a “tax-loaded fee” and recorded that, before the 2019-20 financial year, business and branch registration fees contributed about HK$2.7 billion to HK$2.8 billion a year to public revenue.

The amount is not set in the body of the Ordinance but in item 1 of the Table in Schedule 1 to Cap. 310. The operative entry is paragraph (m), inserted by L.N. 29 of 2024 and L.N. 38 of 2024: where the governing date falls on or after 1 April 2024, the fee is HK$2,200 where no three-year election is made under s. 6(5C), and HK$5,720 where one is.

The historical fee ladder

Schedule 1 preserves the entire rate history back to 1974 — an unusual case in which the statute itself is the primary record of a fiscal chronology.

Period in which the governing date falls	One-year certificate	Three-year certificate
Before 1 April 1974	HK$25	did not exist
1 April 1974 – 31 March 1975	HK$50	did not exist
1 April 1975 – 31 March 1979	HK$150	did not exist
1 April 1979 – 31 March 1983	HK$175	did not exist
1 April 1983 – 31 March 1985	HK$350	did not exist
1 April 1985 – 31 March 1987	HK$500	did not exist
1 April 1987 – 31 March 1989	HK$550	did not exist
1 April 1989 – 31 March 1990	HK$630	did not exist
1 April 1990 – 28 February 1993	HK$900	did not exist
1 March 1993 – 31 March 1994	HK$1,000	did not exist
1 April 1994 – 31 March 1999	HK$2,000	did not exist
1 April 1999 – 31 March 2024	HK$2,000	HK$5,200
On or after 1 April 2024	HK$2,200	HK$5,720

The table shows the scale of what happened in 2024. The one-year rate stood at HK$2,000 for exactly thirty years, from 1 April 1994 to 31 March 2024. The three-year rate had never changed since the three-year certificate was introduced on 1 April 1999. The Government justified the increase by reference to cumulative inflation of 106 per centbetween 1993 and 2023, and estimated the additional revenue at roughly HK$295 million a year.

Who pays, and at what moment

The fee is paid with the application: reg. 3(2) of Cap. 310A requires the application to be accompanied by full payment of the fee and the levy. Under the simultaneous regime the fee and levy are paid at the moment the papers are lodged with the Companies Registry — under s. 5A(1)(a), s. 5B(1)(a), s. 5BA(1)(a) or s. 5BB(1)(a), depending on whether the filing is an incorporation, a non-Hong Kong company registration, a fund registration or a re-domiciliation.

Registration follows payment and not the other way round: under s. 6(1) of Cap. 310 the Commissioner must register the business “as soon as practicable after the prescribed business registration fee and levy are paid”.

The levy: the second payment that almost nobody treats as a tax

The levy is a payment separate from the fee, and every dollar of it goes to the Protection of Wages on Insolvency Fund. It is defined in s. 2(1) of Cap. 310 as an amount prescribed in item 3 of the Table in Schedule 2 and determined in accordance with paragraphs 3 and 4 of that Schedule.

Where the money goes is fixed by s. 21 of Cap. 310: the Commissioner must, subject to any refund of levy, “pay all moneys received from the levy to the Protection of Wages on Insolvency Fund”. The same link is drawn from the fund’s side by s. 6(a) of Cap. 380: the Fund consists of moneys paid by the Commissioner under s. 21 of Cap. 310, moneys recovered under Part 6 of Cap. 380, interest and other income derived from the Fund’s assets, and other moneys lawfully paid in.

The planning consequence matters. The levy is not a registration charge and it does not fund the IRD. It is a compulsory contribution by employers — and by every other registered business — to an insurance mechanism against employer insolvency.

The historical levy ladder

Period in which the governing date falls	One-year certificate	Three-year certificate	Instrument
21 February 2011 – 18 July 2013	HK$450	HK$1,350	13 of 2010, s. 18
19 July 2013 – 16 June 2022	HK$250	HK$750	L.N. 91 of 2013
17 June 2022 – 31 March 2024	HK$150	HK$450	L.N. 136 of 2022
1 April 2024 – 31 March 2025	HK$0	HK$150	L.N. 28 of 2024
1 April 2025 – 31 March 2026	HK$0	HK$300	L.N. 28 of 2024
On or after 1 April 2026	HK$150	HK$450	L.N. 28 of 2024

The instruments are the Business Registration Ordinance (Amendment of Schedule 2) Order 2013 (L.N. 91 of 2013), the Business Registration Ordinance (Amendment of Schedule 2) Order 2022 (L.N. 136 of 2022) and the Business Registration Ordinance (Amendment of Schedule 2) Order 2024 (L.N. 28 of 2024). All three were made by the Financial Secretary under s. 18(2) of Cap. 310, which allows him to amend Schedule 2 by order published in the Gazette.

An asymmetry of powers worth knowing

Schedules 1 and 2 are amended by different authorities. s. 18(1) of Cap. 310 reserves Schedule 1 — that is, the business registration fee itself — to a resolution of the Legislative Council. s. 18(2) gives Schedule 2 — the penalties, the branch registration fee and the levy — to an order of the Financial Secretary.

The practical consequence is that the Government can move the levy and the branch fee administratively, but can move the main fee only through a vote. That is precisely why three separate instruments were needed at the same time in March 2024.

The levy comes back on 1 April 2026: what exactly changed

From 1 April 2026 the levy is charged again in full — HK$150 on a one-year certificate and HK$450 on a three-year certificate. The two-year waiver announced in the 2024-25 Budget expired on 31 March 2026.

The detail usually missed is this: the waiver was never a separate moratorium. L.N. 28 of 2024 simply inserted three new entries — (d), (e) and (f) — into item 3 of the Table in Schedule 2, keyed to 1 April 2024, 1 April 2025 and 1 April 2026. Entry (f) has no closing date. In other words, the return of the levy to its former level was written into the statute itself back in March 2024, and required no new instrument to happen.

Why a three-year certificate still paid levy during the waiver

The reasoning is set out in the Legislative Council brief of 6 March 2024, and it explains the HK$150 and HK$300 figures that confuse so many readers.

The waiver covered two financial years, 1 April 2024 to 31 March 2026. A one-year certificate commencing inside that window covers exactly one waived financial year, so its levy is nil. A three-year certificate commencing in the first waiver year covers two waived financial years out of three, so its levy falls from HK$450 to HK$150. A three-year certificate commencing in the second waiver year covers only one waived year, so its levy falls from HK$450 to HK$300.

The arithmetic is HK$450 less HK$150 for each waived year, and it explains why a three-year certificate that commenced on 15 November 2023 received no refund at all: what governs is the commencement date of the certificate, not the calendar years it happens to cover. The IRD answered exactly that question in its official 2024-25 Budget guidance.

Confirmed by four independent official sources

The first is the text of Schedule 2, item 3(f), itself. The second is the IRD’s published Business Registration Fee and Levy Table, in which the row “01.04.2026 – 31.03.2027” shows HK$2,200 + HK$150 = HK$2,350 for a one-year certificate and HK$5,720 + HK$450 = HK$6,170 for a three-year one. The third is the Protection of Wages on Insolvency Fund Board’s 2024-25 annual report, which states in terms: “The Fund will resume the collection of the levy from 1 April 2026.” The fourth is the Secretary for Labour and Welfare’s written reply to the Legislative Council of 4 June 2025 (LCQ19), which repeats the same sentence verbatim and adds that the Government “has no plan to adjust the levy at this stage”.

The 2026-27 Budget Speech, delivered on 25 February 2026, does not mention business registration at all — not the fee, not the levy, not any concession. A search of the full text of the speech confirms it.

How the applicable rate is determined: the governing-date rule

The fee and the levy are fixed neither by the date of application nor by the date of payment, but by a “governing date” whose identification differs across five distinct situations. This is the commonest reason why the amount an applicant expects differs from the amount demanded.

The rules for the fee are in paragraph 2 of Schedule 1, for the levy in paragraphs 3 and 4 of Schedule 2, and for the branch fee in paragraph 2 of Schedule 2. The drafting runs in parallel, so the whole scheme can be tabulated.

Situation	Governing date	Source
Ordinary application by a Hong Kong company	The date of incorporation if the application is made within one year of it; otherwise the last anniversary of that date	Schedule 1, para. 2(a)(i)
Ordinary application by any other business	The date business commences (or is deemed to have commenced, whichever is earlier) if the application is made within one year; otherwise the last anniversary	Schedule 1, para. 2(a)(ii)
Simultaneous application on incorporation	The date the incorporation submission is made to the Companies Registry	Schedule 1, para. 2(b)(i)
Simultaneous application by a non-Hong Kong company	The date the place of business in Hong Kong was established if the application is made within one year; otherwise the last anniversary	Schedule 1, para. 2(b)(ii)
Simultaneous application by a limited partnership fund	The date the LPF registration application is made	Schedule 1, para. 2(b)(iii)
Simultaneous application on re-domiciliation	The date the re-domiciliation application is made	Schedule 1, para. 2(b)(iv)
Renewal of a certificate	The day following the expiry of the previous certificate	Schedule 1, para. 2(c)
Branch, first registration	The date the branch commences business if the application is made within one year; otherwise the last anniversary	Schedule 2, para. 2(a)
Branch, renewal	The day following the expiry of the previous branch certificate	Schedule 2, para. 2(b)

Four consequences that cost money

First. A sole proprietor who began trading on 31 March 2024 and applied in May 2024 pays the old rates — HK$2,000 fee and HK$150 levy — because the governing date is the date of commencement of business. The IRD answers the point in exactly those terms in its official guidance.

Second. A Hong Kong company that lodged its incorporation submission on 30 March 2024 and was incorporated on 5 April 2024 pays the old rates and is not required to make up the difference, because its governing date is the date of the filing at the Companies Registry, not the date of incorporation.

Third. For a non-Hong Kong company the governing date is the date on which it established its place of business in Hong Kong, not the date of the filing at the Companies Registry. A company that opened a Hong Kong office in February 2024 and filed in June pays the rates in force in February.

Fourth. On renewal everything turns on the commencement date of the new certificate. A certificate commencing on 31 March 2026 pays HK$0 levy for its year; a certificate commencing on 1 April 2026 pays HK$150. One day’s difference costs HK$150.

The full numeric schedule of charges, 2016 to 2027

The IRD’s official table consolidates the fee and the levy into a single payable amount for each period. It is reproduced in full below — for the business and for a branch, on both the one-year and the three-year certificate.

Period in which the governing date falls	Business, 1 year: fee / levy / total	Business, 3 years: fee / levy / total	Branch, 1 year: fee / levy / total	Branch, 3 years: fee / levy / total
01.04.2026 – 31.03.2027	2,200 / 150 / 2,350	5,720 / 450 / 6,170	80 / 150 / 230	208 / 450 / 658
01.04.2025 – 31.03.2026	2,200 / 0 / 2,200	5,720 / 300 / 6,020	80 / 0 / 80	208 / 300 / 508
01.04.2024 – 31.03.2025	2,200 / 0 / 2,200	5,720 / 150 / 5,870	80 / 0 / 80	208 / 150 / 358
01.04.2023 – 31.03.2024	2,000 / 150 / 2,150	5,200 / 450 / 5,650	73 / 150 / 223	189 / 450 / 639
17.06.2022 – 31.03.2023	0 / 150 / 150	3,200 / 450 / 3,650	0 / 150 / 150	116 / 450 / 566
01.04.2019 – 16.06.2022	0 / 250 / 250	3,200 / 750 / 3,950	0 / 250 / 250	116 / 750 / 866
01.04.2017 – 31.03.2019	2,000 / 250 / 2,250	5,200 / 750 / 5,950	73 / 250 / 323	189 / 750 / 939
01.04.2016 – 31.03.2017	0 / 250 / 250	3,200 / 750 / 3,950	0 / 250 / 250	116 / 750 / 866

All amounts are in Hong Kong dollars.

How to read the rows with a nil fee

The rows in which the one-year fee is zero are the years in which a reduction order was in force. Look at the three-year column for the same years: it shows not zero but HK$3,200 — that is, HK$5,200 less exactly one annual rate of HK$2,000. The three-year branch fee in the same years is HK$116, being HK$189 less one annual rate of HK$73.

This is neither rounding nor a one-third apportionment. Each reduction order cut the fee by a fixed sum equal to one annual rate, because each waiver was declared for a single financial year.

What it costs business in aggregate

The Government assessed the 2024 increase as marginal per business: an extra HK$200 a year on a one-year certificate and HK$173 a year on a three-year one, plus HK$7 and HK$6 respectively per branch. Across the economy it produced roughly HK$295 million of additional revenue a year.

The IRD’s actual business registration collections, including penalties but excluding the levy, were HK$3,326.7 millionin 2024-25 against HK$2,816.1 million the year before — an increase of 18.1 per cent.

One-year or three-year certificate: the mechanics of the election and its economics

The three-year certificate is chosen by an election under s. 6(5C) of Cap. 310, and the first time it is made it is irrevocable. This is not a tariff option but a formal election with deadlines of its own.

Three ways to make the election

s. 6(5C) of Cap. 310 allows three routes. First, where a valid certificate has already been issued, by notice in writing to the Commissioner not later than one month before the expiry date endorsed on it. Second, where the business registration application is made within one year of commencement of the business, by a statement in the application itself. Third, in a simultaneous business registration application, through the notice lodged with the Companies Registry papers under s. 5A(1)(b), s. 5B(1)(b), s. 5BA(1)(b) or s. 5BB(1)(b).

The IRD uses form IRBR 184 to make the election and form IRBR 199 to revoke it; neither is accepted by facsimile.

The first certificate cannot be undone

s. 6(5D)(a)(i) of Cap. 310 provides in terms that the election is irrevocable in respect of the first three-year certificatethat has been or may be issued after the election is made. Revocation can operate only from the following certificate, and again only by notice in writing not later than one month before the expiry of the current three-year certificate (s. 6(5D)(a)(ii)).

There will be no refund

s. 7(5) of Cap. 310 puts the rule bluntly: notwithstanding the cessation of a business or of a branch, any fee or levy paid is not to be refunded, and any unpaid fee or levy remains payable. The IRD repeats the point specifically for the three-year certificate: the fee and levy will not be refunded even though the business or branch may cease before the certificate’s validity period expires.

The arithmetic of the election in 2026-27

Scenario	Three years of one-year certificates	One three-year certificate	Difference
Business, 2026-27 rates held constant	3 × HK$2,350 = HK$7,050	HK$6,170	saving of HK$880
Fee only, ignoring the levy	3 × HK$2,200 = HK$6,600	HK$5,720	saving of HK$880
Levy only	3 × HK$150 = HK$450	HK$450	no difference
Branch, 2026-27 rates held constant	3 × HK$230 = HK$690	HK$658	saving of HK$32

The saving on the fee is exactly HK$880 over three years, or 13.3 per cent of the cost of three one-year certificates. On the levy there is no saving at all: HK$450 either way. Against that, the three-year certificate means paying roughly HK$3,800 early and losing all of it if the business closes in year two.

How the market actually chooses

One figure settles the debate. According to the IRD’s annual report, only 33,529 businesses held three-year certificates as at 31 March 2025, against a register of 1,591,678 businesses. That is about 2.1 per cent. The overwhelming majority of Hong Kong businesses knowingly pay HK$880 more over three years in order to keep the flexibility.

The mechanics of relief: why the fee can only ever be cut

A waiver of the business registration fee has never been effected by amending Cap. 310. It has always been effected by an order of the Chief Executive under s. 39A(a) of the Public Finance Ordinance (Cap. 2), a power to reduce but not to raise.

The text is direct. Any fee or charge made payable by or under any Ordinance to the Government, a public body or a public officer “may be reduced or varied by order of the Chief Executive”, subject to a proviso that “no variation thereof shall cause such fee or charge to exceed the original figure”.

What that looked like in practice

The standard instrument is the Revenue (Reduction of Business Registration Fees) Order. The 2013 order (L.N. 27 of 2013), for example, states on its face that it is “made by the Chief Executive under section 39A(a) of the Public Finance Ordinance (Cap. 2) after consultation with the Executive Council” and comes into operation on 1 April 2013.

Its operative provisions are drafted not as an abolition of the charge but as a deduction of a fixed sum: “the prescribed business registration fee set out in item 1(l)(i) or (ii) of the Table in Schedule 1 to the Ordinance is reduced by a sum of $2,000”, and “the prescribed branch registration fee set out in item 2(a)(i) or (ii) of the Table in Schedule 2 is reduced by a sum of $73”.

That is where the HK$3,200 and HK$116 figures in the waiver years come from: the order subtracted one annual rate from the three-year rate. The last in the series was the Revenue (Reduction of Business Registration Fees and Branch Registration Fees) Order 2022 (L.N. 26 of 2022): it was announced with the Rating (Exemption) Order 2022 in the Government’s press release of 2 March 2022, gazetted on 4 March 2022 and tabled at the Legislative Council for negative vetting on 16 March 2022. On the official assessment of the time the 2022-23 waiver reached 1.5 million business operators and cost about HK$3 billion in forgone revenue.

What the waiver years show in the numbers

The effect of these orders on revenue was drastic. The Legislative Council brief records that from 2019-20 to 2022-23 business registration fee revenue fell to a range of HK$57.3 million to HK$189.6 million, against HK$2.7 billion to HK$2.8 billion in ordinary years. The IRD’s annual report confirms the low point: HK$57.3 million in 2021-22.

Why the increase required a different construction

The proviso to s. 39A(a) of Cap. 2 forbids using that mechanism to raise a charge. So in 2024, when the Government decided for the first time in thirty years to increase the fee, a Chief Executive’s order under Cap. 2 was useless, and three instruments had to be deployed at once — a resolution of the Legislative Council, a separate order under the Public Revenue Protection Ordinance, and an order of the Financial Secretary amending Schedule 2.

The 2024 increase: three instruments in a single month

Raising the business registration fee with effect from 1 April 2024 required three separate instruments, made by three different authorities, during March 2024. Understanding that construction explains why the annotation to Schedule 1 carries two L.N. numbers at once.

Instrument	Made by	Empowering provision	Effect
Resolution of the Legislative Council (L.N. 38 of 2024)	The Legislative Council, on a motion of the Secretary for Financial Services and the Treasury	s. 18(1), Cap. 310	Raised the Schedule 1 fee from HK$2,000 to HK$2,200 and from HK$5,200 to HK$5,720
Public Revenue Protection (Business Registration) Order 2024 (L.N. 29 of 2024)	The Chief Executive, after consultation with the Executive Council	s. 2, Cap. 120	Gave the resolution full force and effect of law from 1 April 2024 pending its passage
Business Registration Ordinance (Amendment of Schedule 2) Order 2024 (L.N. 28 of 2024)	The Financial Secretary	s. 18(2), Cap. 310	Raised the branch fee from HK$73 to HK$80 and from HK$189 to HK$208, and inserted the 2024–2026-and-after levy ladder

The timetable

The Executive Council advised and the Chief Executive ordered on 28 February 2024. The press release followed on 6 March 2024. The PRP Order and the BRO Order were published in the Gazette on 8 March 2024 and tabled at the Legislative Council for negative vetting on 13 March 2024. The resolution was moved on 27 March 2024 and published in the Gazette on 28 March 2024. Both measures commenced on 1 April 2024.

Why the Public Revenue Protection Order was needed

The Government explained the point in terms in its brief: the resolution might pass after 1 April, yet the new rate had to take effect at the start of the financial year. An order under s. 2 of Cap. 120 allows the Chief Executive to give “full force and effect of law to all the provisions of the bill or resolution so long as such order remains in force”.

The mechanism carries a built-in fuse. Under s. 5(2) of Cap. 120 the order expires on the first of four events: Gazette notification that the resolution has been rejected, Gazette notification that the resolution or the order has been withdrawn, the resolution becoming law in the ordinary manner — or the expiration of four months from the day the order came into force. The provisional regime therefore cannot outlast four months.

Two further safeguards sit alongside it. s. 6 of Cap. 120 requires repayment of any excess paid under an order over what was payable immediately after the order expired, and s. 7 of Cap. 120 restores the former rate where an order lowered a charge and was not replaced by the corresponding resolution.

Full disapplication: who does not register at all

There are two fundamentally different kinds of relief, and they are constantly conflated. The first is the disapplication of Cap. 310 altogether (s. 16 and reg. 8). The second is exemption from paying the fee and levy while the duty to register survives (s. 9). This chapter deals with the first; the next deals with the second.

The categories in s. 16(1) of Cap. 310

Charitable, ecclesiastical or educational institutions of a public character, on two cumulative conditions: (i) any profits derived from the institution’s trade or business are applied solely for its charitable, ecclesiastical or educational purposes and are not expended substantially outside Hong Kong, and (ii) either that trade or business is exercised in the course of the actual carrying out of the expressed object of the institution, or the work in connection with it is mainly carried out by persons for whose benefit the institution is established.

Agriculture including market gardening; breeding or rearing livestock including dairy farming, poultry including the production of eggs, bees including the production of honey, or fish including crustaceans and oysters; and fishing.

The proviso that excludes every company

A proviso attached to the agriculture and fishing paragraph removes the relief entirely from corporate forms. It does not apply to:

• any company incorporated in Hong Kong under Cap. 622 or under a former Companies Ordinance;

• any re-domiciled company — an entry added by Ordinance 14 of 2025;

• any non-Hong Kong company within s. 2(1) of Cap. 622;

• any company incorporated outside Hong Kong that established a place of business in Hong Kong but ceased to have one before 3 March 2014.

The practical consequence is severe: farming and fishing are outside Cap. 310 only in unincorporated hands. Put the same activity into a Hong Kong company and the duty to register attaches in full.

The categories in reg. 8 of Cap. 310A

The Regulations add three more:

• the business of a bootblack;

• business carried on by such hawkers as require licences under the Hawker Regulation (Cap. 132 sub. leg. AI), other than businesses carried on inside the main structure of any building;

• a qualifying FiT business within s. 4 of the Exemption from Profits Tax (Feed-in Tariff Scheme) Order (Cap. 112 sub. leg. DJ) — added by L.N. 191 of 2019, the Business Registration (Amendment) Regulation 2019.

The power to extend the list belongs to the Secretary for Financial Services and the Treasury: s. 16(1)(d), read with s. 14(1A)(g) of Cap. 310, allows him to exempt any person, category of persons or business, wholly or in part, by regulation.

One trap for charities

The IRD warns in terms that a charity carrying on a taxable trade must still register, because the s. 16(1)(a) relief does not reach a case where the profits fall within profits tax. Exemption from tax on profits and exemption from registration are not the same thing.

Exemption of small businesses from paying the fee and levy

The s. 9 exemption removes the obligation to pay the fee and levy; it does not remove the obligation to register. The IRD makes the point in the very first question of its official FAQ: “Yes. You are still required to apply for the business registration in respect of your business even if you are eligible to claim for an exemption from payment of business registration fee and levy.”

The thresholds

The thresholds sit in items 2 and 3 of the Table in Schedule 1 and differ by the nature of the activity.

Type of business	Measure	Threshold
A business whose profits derive primarily from the sale of services	Total sales or receipts	HK$10,000 a month on average
Any other business	Total sales	HK$30,000 a month on average
A new business	The measure is unlikely to exceed the relevant figure	the same threshold

The average in each case is taken over the six months immediately preceding the application, or on such other information as the Commissioner sees fit to accept (s. 9(1) of Cap. 310).

These figures have stood in the statute since the 1990s. Items 2 and 3 of the Table in Schedule 1 carry the annotation “(Amended 26 of 1996 s. 3; 13 of 2010 s. 17)”, and the later of those amendments was structural: it was Ordinance 13 of 2010, s. 17, that introduced the Table itself, as the note “(Added 13 of 2010 s. 17)” beneath it records.

Deadlines and form

The claim is made on Form 3 of Cap. 310A (reg. 6). Under s. 9(2) of Cap. 310 it must be lodged not later than one month before the expiry of the current certificate, or, for a new business, within one month after applying for registration under s. 5. The Commissioner may extend the period.

The electronic channel runs to different deadlines: on the IRD’s guidance, a claim through GovHK must be lodged not later than one week before expiry, or within seven weeks after applying for registration of a new business.

Duration and consequences

Under s. 9(3) of Cap. 310 an exemption granted applies to the 12 months immediately following the commencement date endorsed on the certificate, or to such further period or periods not exceeding three years as the Commissioner may direct. In practice the IRD issues an “Exempt Business Registration Certificate” and expects a fresh claim each year.

s. 9(4) of Cap. 310 carries an important qualification: making an application does not of itself suspend liability to pay unless the Commissioner directs otherwise, but where the exemption is granted after the fee and levy have been paid, they are refunded. This is one of the very few refund grounds in the whole structure.

Who cannot use this exemption

s. 9(6) of Cap. 310 puts five categories outside it: Hong Kong companies under Cap. 622 or a former Companies Ordinance, re-domiciled companies, open-ended fund companies, limited partnership funds and non-Hong Kong companies. The s. 9 exemption is an instrument for unincorporated micro-business only.

The two-business rule

s. 10(1)(c) of Cap. 310 denies the exemption to every one of two or more businesses carried on by the same person or persons. s. 10(2) narrows the test: two businesses are deemed to be carried on by the same persons only where all the persons carrying on each of them are identical and no other person carries on any of them.

The IRD illustrates the rule with four examples that show how narrow the “same persons” test really is:

• if Mr A carries on two sole proprietorships, X and Y, at the same time, neither X nor Y qualifies;

• if Mr A and Mr B carry on two partnership businesses, C and D, at the same time, neither C nor D qualifies;

• if Mr A and Mr B carry on partnership business E while Mr A and Mr C carry on partnership business F, E and F are not considered to be carried on by the same persons;

• if Mr A carries on sole proprietorship G while Mr A and Mr B carry on partnership H, G and H are not considered to be carried on by the same persons.

Adding a single extra participant to the second business takes it outside the s. 10 rule altogether.

Appeal

A refusal is given by written notice stating the reasons (s. 9(5) and s. 9(5A)), and the applicant may appeal to theAdministrative Appeals Board within 28 days (s. 17(b) of Cap. 310).

How far the small-business exemption actually reaches

In 2024-25 the s. 9 exemption was granted to 21,750 businesses against a register of 1,591,678 — about 1.4 per cent.The figure comes from the IRD’s 2024-25 annual report.

The trend

Financial year	Exemptions granted	Registered businesses at 31 March
2021-22	9,808	1,547,595
2022-23	9,448	1,583,296
2023-24	16,706	1,577,907
2024-25	21,750	1,591,678

The 30.2 per cent jump in exemptions in 2024-25 coincides precisely with the return of the fee: the last reduction order ceased to apply on 31 March 2023, and grants rose from 9,448 to 16,706 in 2023-24 and then to 21,750. The explanation suggests itself: during the waiver years, when the fee was nil anyway, filing Form 3 achieved nothing.

Why the share is so small

The first reason is arithmetic. The service threshold is HK$10,000 a month, or HK$120,000 of annual receipts. The threshold for everything else is HK$30,000 a month, or HK$360,000 of annual turnover. At a fee of HK$2,200 and a levy of HK$150, the combined charge is about 2 per cent of annual receipts for a service business sitting exactly at the threshold.

The second reason is structural. The exemption is unavailable to every corporate form (s. 9(6)), and corporations dominate the register: on the IRD’s figures, of 1,591,678 registered businesses at 31 March 2025, 1,324,154 were corporations and only 267,524 were unincorporated. The potential base for the exemption is therefore 267,524 businesses, and 21,750 grants represent roughly 8.1 per cent of it.

The third reason is the two-business rule in s. 10. A proprietor with two small registered activities loses the exemption on both, even where each on its own falls under the threshold.

The appeal statistics

In 2024-25 the Administrative Appeals Board received no business registration appeals at all. Refusals of exemption are not, in practice, litigated — which suggests the criteria are applied mechanically and predictably.

Branches: what the Ordinance treats as a branch, and when it must be registered

A branch under Cap. 310 is not a corporate structure and not a division with its own accounts. It is an additional place, or an additional name, under which an already-registered business is carried on. There is no free-standing definition of “branch” in s. 2(1) of Cap. 310; the Ordinance works through the concept of “a person carrying on business at a branch of a business”.

The duty is imposed by s. 5(3) of Cap. 310: every person carrying on business at a branch of a business to which s. 5(1) applies must apply to the Commissioner in the prescribed manner for registration of that branch. The only carve-out concerns branches registered under the former s. 6(1A) before it was amended by the Business Registration (Amendment) Ordinance 1992 (79 of 1992).

The deadline is one month from the commencement of business at the branch (s. 5(4)), extendable by the Commissioner (s. 5(5)).

The trap almost nobody writes about: additional trading names

s. 5(1A) of Cap. 310 allows a business to be registered under a Chinese name, an English name, or both. What follows is the provision that in practice generates the largest number of unnoticed obligations.

s. 5(1B) of Cap. 310: where, on making a business registration application, names under which the same business is carried on other than those mentioned in s. 5(1A) are submitted to the Commissioner, those names are for the purposes of Cap. 310 deemed to be the names of separate branches of the business, and the Ordinance applies to them as it applies to a business carried on at a branch.

The practical meaning is direct: every additional trading name is a separate branch, with a separate certificate and a separate charge. A company operating under one legal name and three brands has, on the architecture of Cap. 310, one business and three branches — whether or not it occupies more than one address.

Grounds for refusing to register a branch

s. 6(4) of Cap. 310 allows the Commissioner not to register a business or branch and not to issue a certificate where the application is made in respect of: (a) a business or branch which is unlawful; (b) a name which suggests that the business is incorporated with limited liability when it is not, or, where it is so incorporated, a name suggesting incorporation under a different name; or (c) a name which suggests a connection with the Government or a public body when no such connection exists or has existed.

On a refusal under (b) or (c) the Commissioner must notify the applicant in writing with reasons, and the applicant must make a fresh application under a different name within one month of the notification (s. 6(4A)).

What happens if a name is found objectionable later

s. 6(4D) of Cap. 310 requires the Commissioner to issue a notice requesting notification of a change to a different name within three months. The notice must state the reasons for it and may be appealed under s. 17 (s. 6(4E)).

If no such notification is given and no appeal is lodged, or an appeal is determined otherwise than in the applicant’s favour, the business or branch is deemed to have ceased to be carried on at the expiry of the three months or immediately after the appeal is so determined (s. 6(4F)), and the Commissioner publishes the name, business registration number, business address and date of cessation in the Gazette (s. 6(4G)).

Branch economics and the synchronisation of expiry dates

At 2026-27 rates a branch costs HK$230 a year or HK$658 for three years — roughly 10 per cent of the cost of the principal certificate. The disproportion arises because the levy on a branch is set at the same amount as on the business, while the branch registration fee itself is nominal.

Component	Branch, one-year certificate	Branch, three-year certificate
Branch registration fee	HK$80	HK$208
Levy	HK$150	HK$450
Total	HK$230	HK$658
Levy as a share of the payment	65.2%	68.4%

By comparison, the levy is 6.4 per cent of the annual payment on the principal business. On a branch, two-thirds of what is paid is a contribution to the Protection of Wages on Insolvency Fund rather than a registration charge.That is why the return of the levy on 1 April 2026 hits multi-branch structures harder than single-site businesses: a network of ten branches that paid HK$800 for one-year branch certificates in 2025-26 will pay HK$2,300 in 2026-27.

Synchronising the expiry date

s. 6(5B)(a) of Cap. 310 contains the rule that spares operators a separate calendar for every branch. The expiry date endorsed on a branch registration certificate is: (i) where there is a “relevant business registration certificate”, the same as the expiry date on that certificate; (ii) where there is none, such date as the Commissioner reasonably decides having regard to the circumstances.

s. 6(5B)(b) defines the relevant business registration certificate as one whose commencement date is the same as that on the branch certificate, or is earlier while its expiry date is not earlier than the commencement date on the branch certificate.

The three-year election covers every branch

The s. 6(5C) election attaches to the business, not to an individual certificate: the statute speaks of the expiry date to be endorsed on all applicable business registration certificates to be issued at any time thereafter in respect of the business. The IRD confirms the practical result: the election applies to the main business and to all its branches, existing and future.

The duty to display

s. 12 of Cap. 310 requires a valid business registration certificate to be displayed at the place of business to which it relates, and a valid branch registration certificate at the branch to which it relates. Where the certificate is issued as an electronic record, a printed copy must be displayed, and that display is treated as compliance (s. 12(3)).

Failure to display is a free-standing offence under s. 15(1)(g) of Cap. 310, punishable by a fine at level 2 and imprisonment for one year.

A Cap. 310 branch and a “branch of a foreign company” are not the same thing

The most persistent error in structuring for Hong Kong is treating registration of a foreign company at the Companies Registry and branch registration under Cap. 310 as one and the same act. They are two distinct regimes, with different registers, different forms and different charges.

The Part 16 regime under the Companies Ordinance

A foreign company that establishes a place of business in Hong Kong registers as a registered non-Hong Kong company under Part 16 of Cap. 622. That is a corporate registration: it gives the company a status on the Companies Registry’s record, requires an authorised representative, and requires returns on changes of name, address and representative. This is what non-specialists usually mean when they speak of a “branch of a foreign company”.

Cap. 310 then defines that company’s place of business in a particular way: under s. 2(1) of Cap. 310, for a registered non-Hong Kong company it is “the address of any person whose name has been delivered to the Registrar for registration under Part XI of the Companies Ordinance (Cap. 32) as in force at the time of the delivery or under Part 16 of the Companies Ordinance (Cap. 622)”.

The Cap. 310 branch regime

A Cap. 310 branch is, by contrast, an additional site or an additional name of a business already registered, whether that business belongs to a Hong Kong company, a foreign company or a sole proprietor. Branch registration is made onForm 1(d) of Cap. 310A and, unlike a first business registration, requires no identity document at all.

The two regimes side by side

Feature	Registered non-Hong Kong company (Part 16, Cap. 622)	Branch (Cap. 310)
Register	Companies Registry	The IRD’s register of businesses
What is registered	A foreign legal entity that has established a place of business	An additional site or name of an existing business
Form	NN1 plus notice IRBR2	Form 1(d), Cap. 310A
Charge under Cap. 310	Business registration fee and levy, as for any business	Branch registration fee and levy
Representative	An authorised representative is mandatory	None required
Does one regime displace the other?	No — they operate in parallel	No

How they intersect

A foreign company registering under Part 16 simultaneously makes a business registration application under s. 5B of Cap. 310. Where it is already registered, or deemed registered, under s. 6, s. 5B(3) of Cap. 310 relieves it of paying twice: on delivering the non-Hong Kong company registration form it need only deliver a notice, in the form specified by the Commissioner, stating that the business is so registered.

If that foreign company then opens a second outlet in Hong Kong or begins trading under an additional name, that second point requires branch registration under s. 5(3) — with its own charge of HK$230 or HK$658.

Simultaneous registration: how the One-stop regime works

The simultaneous business registration application has operated since 21 February 2011 and means that the business registration application is lodged not with the IRD but with the Companies Registry, alongside the corporate papers. A company cannot opt out of it.

The term is defined in s. 2(1) of Cap. 310: a simultaneous business registration application is one deemed to have been made under s. 5A(2)(a), s. 5B(2), s. 5BA(2) or s. 5BB(4). The general one-month deadline is displaced accordingly: s. 5(6) of Cap. 310 expressly disapplies s. 5(2) to simultaneous applications.

Four channels

Provision	Who uses it	When fee and levy are paid	What else is lodged
s. 5A, Cap. 310	A Hong Kong company on incorporation; an open-ended fund company	On making the incorporation submission	A s. 5D(1) notice stating whether a three-year election will be made
s. 5B, Cap. 310	A non-Hong Kong company registering under Part 16 of Cap. 622	On making the company registration application	A notice describing the business and stating the certificate election
s. 5BA, Cap. 310	A limited partnership fund; in operation from 27 December 2023	On making the LPF registration application	A notice with the general partner’s particulars and the election
s. 5BB, Cap. 310	A re-domiciling company; in operation from 23 May 2025	On making the re-domiciliation application	A notice stating whether a three-year election will be made

What the Companies Registry does on the Commissioner’s behalf

s. 5C(1) of Cap. 310 lists the functions the Registrar performs for and on behalf of the Commissioner: collecting the prescribed fees and levies and refunding them; receiving the notices; assigning identifying numbers; issuing business registration certificates under s. 6(3); and giving notification under s. 6(4A) of the Commissioner’s decisions.

s. 5C(4) deems any such function to have been performed by the Commissioner, and s. 5C(5) requires the Registrar to transmit to the Commissioner all information submitted in the notices together with the particulars prescribed by regulation.

Issuing times

On the IRD’s figures, where the filing is electronic the certificate of incorporation and the business registration certificate are issued within about one hour. On a paper filing for a Hong Kong company the certificates issue on the fourth working day after submission, and for a non-Hong Kong company registration on the ninth working day. The business registration particulars become available for public search roughly two calendar days after the certificate is issued.

Two things the One-stop regime does not do

It does not cover branches. The IRD states in terms that the service applies only to the main business; a branch registration application goes on Form 1(d), with the fee and levy, directly to the Business Registration Office, and may be lodged at the earliest on the next working day following the date of incorporation or registration of the company.

It does not admit an opt-out on the ground of tax exemption. Asked whether a company may decline the simultaneous application because it would be exempt from tax under s. 88 of the Inland Revenue Ordinance (Cap. 112), the IRD answers no: the obligation to apply and the liability to pay the fee and levy “is not relieved by any claim that the company would be tax exempt under section 88”. That is the practical face of s. 16(2)(a) of Cap. 310. If the Commissioner is later satisfied that Cap. 310 does not apply, the amount paid is refunded under s. 16(2)(b).

The obligation that gets forgotten

Simultaneous registration covers only the moment of formation. s. 8(1A)(a) of Cap. 310 requires a Hong Kong company, within one month of the date on which it commences to carry on the business, to submit to the Commissioner in writing the particulars prescribed by regulation. Under reg. 3A(2) of Cap. 310A those are: the name under which the business is carried on, in Chinese, English or both; the description and nature of the business; and the date of commencement of the business.

A parallel duty applies to a limited partnership fund under s. 8(1C)(a) and reg. 3A(2A), and to a re-domiciled company under s. 8(1D)(a) and s. 8(1F)(a).

Refund where the Registrar refuses

If the Registrar refuses an incorporation submission, an LPF registration application or a re-domiciliation application, the Commissioner must as soon as practicable refund the fee and levy paid — s. 7A(4), s. 7A(5) and s. 7A(6) of Cap. 310 respectively.

Re-domiciliation: a new figure in Cap. 310 from 23 May 2025

The Companies (Amendment) (No. 2) Ordinance 2025 (14 of 2025) introduced company re-domiciliation into Hong Kong law and, at the same time, wrote the concept of a re-domiciled company and a new s. 5BB into Cap. 310. Both took effect on 23 May 2025, the day the Ordinance was gazetted and came into operation.

What changed inside Cap. 310

Ordinance 14 of 2025 made at least ten amendments to Cap. 310:

• s. 2(1) — definitions of re-domiciled company, re-domiciliation application, re-domiciliation date and re-domiciliation form were added, and the definition of non-Hong Kong company was narrowed by the words “but does not include a re-domiciled company”;

• s. 2(1)(aa) — a re-domiciled company’s place of business is its registered office;

• s. 2(1A)(aa) — a re-domiciled company is deemed to carry on business;

• s. 5BB — simultaneous business registration on re-domiciliation was created;

• s. 7A(3)(aa) and s. 7A(6) — the refund rules were adjusted;

• s. 8(1D), (1E) and (1F) — particulars obligations were imposed;

• s. 9(6)(aa) — a re-domiciled company is excluded from the s. 9 exemption;

• s. 16(1) — a re-domiciled company is excluded from the agriculture and fishing relief;

• Schedule 1, para. 2(b)(iv) and Schedule 2, para. 3(b)(iv) — the governing date is the date the re-domiciliation application is made.

The key asymmetry

s. 5BB(3) of Cap. 310 removes the obligation to pay the fee and levy again where the applicant’s business is already registered, or deemed registered, under s. 6 and the applicant has, at the time of making the re-domiciliation application, delivered a notice to the Commissioner informing him of that fact. A foreign company that already traded in Hong Kong as a registered non-Hong Kong company and held a business registration certificate therefore does not pay twice on re-domiciling.

The particulars obligation survives, however: s. 8(1F) of Cap. 310 requires such a company, within one month beginning on the re-domiciliation date, to submit the prescribed particulars, which by reg. 3B of Cap. 310A are the name in which the company is registered under Cap. 622, the address of its registered office, and the re-domiciliation date.

The scale of the regime

On the Companies Registry’s statistics for the first half of 2026, 70 re-domiciliation applications had been received since 23 May 2025, and 42 companies had completed re-domiciliation to Hong Kong as at 30 June 2026, including two insurance companies and one listed company; the principal source jurisdictions were the British Virgin Islands, Luxembourg, the Cayman Islands and Bermuda.

The 2026-27 Budget Speech of 25 February 2026 recorded at paragraph 102 that “since the commencement of the company re-domiciliation regime last year, the Companies Registry has approved 22 re-domiciliation applications, while about 20 applications are being processed”. The gap between that number and the first-half 2026 statistics reflects different reporting dates, not a conflict in the data.

Our detailed treatment of the regime itself is in company re-domiciliation to Hong Kong in 2026.

Changes of particulars and cessation of business

Both notifications — of a change in particulars and of cessation — must be given within one month, and both breaches are punishable by a fine at level 2 and imprisonment for one year.

Changes of particulars

s. 8(1) of Cap. 310 requires any person carrying on a business to notify the Commissioner in writing within one monthof any change in the particulars of that business as set out in the application form for registration.

Special rules govern simultaneous applications. s. 8(1A) covers Hong Kong-incorporated companies, s. 8(1B) foreign companies, s. 8(1C) limited partnership funds, and s. 8(1D) to (1F) re-domiciled companies. The logic is the same throughout: file the initial business particulars within one month of commencing business, then notify each change within one month of it.

Automatic transmission from the Companies Registry

s. 8(2B) of Cap. 310 spares companies a double filing on four kinds of event. Where a company delivers to the Registrar a notice of change of company name under s. 107(2) of Cap. 622, or of change of registered office address under s. 658(3) of Cap. 622, or a return under s. 778 of Cap. 622, or a return under s. 791(1) of Cap. 622 for a change of authorised representative or of that representative’s name and address, or a return under s. 791(1) for a change of the address of its principal place of business in Hong Kong, the Registrar must transmit the particulars to the Commissioner and the company is treated as having notified the Commissioner on registration or recording.

Parallel rules apply to an open-ended fund company (s. 8(2BA)), to a replacement of a company’s name under s. 110 of Cap. 622 (s. 8(2C)), and to limited partnership funds (s. 8(2D) and s. 8(2E)).

Separately, s. 8(2A) of Cap. 310 treats the giving of any such matter in a return or other document submitted under the Inland Revenue Ordinance (Cap. 112) as notification under s. 8.

Cessation

s. 8(2) of Cap. 310: where a business ceases to be carried on, any person who was carrying it on must notify the Commissioner in writing within one month of the cessation. The IRD accepts a letter, form IRC 3113 or a filing through eTAX; facsimile is not accepted.

What a cessation notice does not do

Three limits have to be held in mind at once.

First. Under s. 7(5) of Cap. 310 any fee or levy paid is not refunded and any unpaid fee or levy remains payable notwithstanding cessation. The IRD puts it as follows: the fee and levy must be paid up to and including the year in which the business ceased.

Second. For companies, a notice of cessation of business does not end the duty to be registered: under s. 2(1A) a company is deemed to carry on business notwithstanding any notification under s. 8(2), and the duty to hold a valid certificate continues until the company is dissolved or deregistered.

Third. Under s. 7(2) of Cap. 310, where on the expiry of a certificate no notice under s. 7(1)(a)(ii) or (b)(ii) has been received, every person carrying on the business must notify the Commissioner in writing within one month of the expiry. Not receiving the demand note does not relieve anyone of anything — it creates a separate duty to report the non-receipt, breach of which is an offence under s. 15(1)(e).

The mechanics of closing a Hong Kong company are treated separately in closing a Hong Kong company in 2026.

Late payment, penalties and criminal liability

Cap. 310 sanctions on two levels: an administrative addition to the amount payable under s. 11, and free-standing offences under s. 15. They operate independently of each other.

Level one: the s. 11 addition

Where the prescribed fee — business or branch — and the levy have not been fully paid within the time specified in a s. 7 notice, the Commissioner may by notice in writing to any person liable order that the sum specified in item 1 of the Table in Schedule 2 be added to the fee and levy and recovered with them.

Certificate	One-year	Three-year
Addition on a business	HK$300	HK$900
Addition on a branch	HK$71	HK$213

s. 11(1A) of Cap. 310 specifies that the penalty applied is the one in force on the commencement date of the relevant certificate. s. 11(3) gives the Commissioner an absolute discretion to extend time for payment and to remit any sum he has ordered to be added.

Level two: the s. 15 offences

s. 15(1) of Cap. 310 creates ten offences, each punishable by a fine at level 2 and imprisonment for one year. Level 2 under Schedule 8 to the Criminal Procedure Ordinance (Cap. 221) is HK$5,000.

•

(a) acting without taking the oath of secrecy required by s. 4(2);

•

(b) acting contrary to s. 4(1) or to an oath taken under it;

•

(d) failing to pay any fee or levy required under s. 7 and any sum added under s. 11;

•

(e) failing to notify the Commissioner of the non-receipt of a notice under s. 7(2);

•

(f) failing to furnish information under s. 8 or to comply with a notice or requirement of the Commissioner under that section;

•

(g) failing to display a valid business or branch registration certificate as required by s. 12;

•

(h) forgery of any document provided for in the Ordinance;

•

(i) making any statement or furnishing information to the Commissioner, verbal or written, false in a material particular or by reason of the omission of a material particular, which the person knows or has reason to believe to be false;

•

(j) resisting or obstructing an inspector in the performance of his duties.

The six-year court order for back payment

The heaviest provision is s. 15(2)(a) of Cap. 310. On conviction of offences (c), (d), (e), (h) or (i), the magistrate shall, in addition to any penalty imposed, order the person to pay the Commissioner the fees, levy and any added sums that would have been payable over the preceding six years had the Ordinance been complied with.

Enforcement is severe: s. 15(2)(b)(i) requires the amount for the two years immediately preceding the date of conviction to be paid forthwith; time may be allowed for the remainder under s. 41 of the Magistrates Ordinance (Cap. 227), and imprisonment for non-payment may be imposed under s. 68 of that Ordinance.

Independently of any conviction, s. 7(3) of Cap. 310 allows the Commissioner to serve notice on any person who carried on business, or business at a branch, at any time during the six years immediately preceding the notice without holding a valid certificate, requiring payment of every fee and levy that would have been payable.

What it looks like in the IRD’s own worked example

The Department publishes a calculation for a delay of more than a year. A business commenced on 5 October 2021 but applied for registration only on 13 March 2024. Payable:

Period	Amount	Comment
Current year: 5.10.2023 – 4.10.2024	HK$2,150	Fee of HK$2,000 plus levy of HK$150
Back year: 5.10.2022 – 4.10.2023	HK$150	Levy only: the fee was waived by a reduction order
Back year: 5.10.2021 – 4.10.2022	HK$250	Levy only, at the rate then in force
Total	HK$2,550

The example shows two things. First, the IRD charges back years at the rates that applied then, not at today’s rates. Second, in the years when a fee reduction order was in force the cost of being late was almost entirely levy — which is why historic back charges for 2019 to 2023 come out an order of magnitude lower than today’s rates would suggest.

Time limits and compounding

s. 15(3) of Cap. 310: no prosecution may be commenced save within six years from the date of the commission of the offence. s. 15(1B): the Commissioner may compound any offence under the section and may, before judgment, stay or compound any proceedings under it.

s. 15(1A) adds a separate compliance mechanism: on conviction of offence (c) or (f), the magistrate may additionally order the act to be done within a specified time, and non-compliance with that order is itself an offence carrying the same penalty.

The scale of enforcement

On the IRD’s annual report figures, court fines under the business registration head were HK$12.0 million in 2024-25against HK$10.6 million the previous year. Fees and penalties in arrears at 31 March 2025, excluding levy, stood at HK$243.9 million.

The Business Registration Number: identifier, tax number and UBI

The business registration number is at once the identifier on the Cap. 310 register, Hong Kong’s equivalent of a taxpayer identification number, and — since 27 December 2023 — the Unique Business Identifier for companies.These three roles are routinely conflated.

The number as a TIN

The IRD states that the TIN equivalent for entities in Hong Kong is the business registration number, specifically “8 numerals at the front of BR certificate number”. This is the number that foreign financial institutions ask for in self-certifications under the automatic exchange of information standard.

The number is not assigned at large but under a formal procedure: reg. 4(1) of Cap. 310A requires the Commissioner to assign an identifying number on receipt of a business or branch registration application; reg. 4(1A) requires him to assign one on the Registrar’s receipt of an incorporation submission, that number becoming the number of the related simultaneous application when the company is incorporated. Parallel provisions in reg. 4(1B), (1C) and (1D) cover foreign companies, limited partnership funds and re-domiciliation.

The number as a Unique Business Identifier

From 27 December 2023 the Government adopted the business registration number assigned by the IRD’s Business Registration Office as the UBI of companies and entities registered by the Registrar of Companies. That was phase two of the project; phase one had been implemented on 1 November 2021 and covered limited partnership funds.

Phase two extended the UBI to: companies incorporated or registered under the Companies Ordinance (Cap. 622); open-ended fund companies under Part IVA of the Securities and Futures Ordinance (Cap. 571); limited partnerships registered under the Limited Partnerships Ordinance (Cap. 37); registered trustees corporations under the Registered Trustees Incorporation Ordinance (Cap. 306); and other entities formed or registered under the various ordinances administered by the Registrar.

The “dummy BRN” trap

Companies incorporated before 27 December 2023 that had no business registration number — for instance because they were exempt from registration under Cap. 310 — were assigned a dummy BRN with an alphabetic prefix. The IRD warns in terms that such a number must not be used to apply for business registration documents.

The practical consequence is that a company’s having a number in Companies Registry systems is no proof that it is registered under Cap. 310. A company holding a dummy BRN with no real record on the IRD’s register must apply for registration if Cap. 310 catches it.

The register is public

s. 19 of Cap. 310 requires the Commissioner, on request by any person and on payment of the prescribed document fee, to certify and issue a copy of a valid business or branch registration certificate or an extract of any information on the register. s. 19A provides for an extract in uncertified form. s. 19B states the purpose of both: to enable any person to ascertain whether a business is registered under the Ordinance and the particulars of registered businesses.

The charges are set by reg. 7 of Cap. 310A: HK$27 for a certified copy or extract under s. 19, HK$27 for an uncertified extract under s. 19A, and HK$20 for a duplicate business or branch registration certificate. In 2024-25 the IRD issued 438,582 extracts of information.

s. 4(7) of Cap. 310 additionally allows the Commissioner to provide an index of registered businesses in such form and with such particulars as he sees fit for the purpose of identifying them — the provision that underpins public search.

How the business registration number feeds into tax filing is covered in our guide to the Hong Kong profits tax return.

Where the levy goes: the Protection of Wages on Insolvency Fund

The levy funds the scheme from which employees of insolvent employers receive ex gratia payments — arrears of wages, wages in lieu of notice, severance payment, and pay for untaken statutory holidays and annual leave. That is the levy’s only purpose.

The grounds of entitlement

s. 15(1) of Cap. 380 entitles an applicant to apply where: (a) wages are due and unpaid; (b) wages in lieu of notice are due and unpaid; (c) the liability to pay a severance payment has arisen and it is unpaid, whether or not then due; (d) pay for untaken statutory holidays is due and unpaid; or (e) pay for untaken annual leave is due and unpaid. Heads (d) and (e) were added by Ordinance 7 of 2012 and have operated since 29 June 2012.

s. 16(1) of Cap. 380 conditions payment on the employer’s insolvency: against an individual employer a bankruptcy petition must have been presented, or the employer must be one against whom a petition could be presented but for s. 6(2)(a) of the Bankruptcy Ordinance (Cap. 6); against a corporate employer a winding-up petition must have been presented.

The payment ceilings

Head of claim	Maximum	Further conditions
Wages	HK$80,000	Only for services rendered not more than 4 months before the last day of service; application within 6 months of the last day of service
Wages in lieu of notice	The lesser of one month’s wages or HK$45,000	The liability must not have become due more than 6 months before the application
Severance payment	HK$200,000 plus half of the excess over HK$200,000	The liability must not have arisen more than 6 months before the application
Pay for untaken statutory holidays	HK$26,000	Holidays falling not more than 4 months before the last day of service; application within 6 months
Pay for untaken annual leave	HK$26,000	Only for the last leave year and the one immediately preceding it
Holidays and annual leave combined	HK$26,000	An overall ceiling across both heads

Every ceiling sits in the text of s. 16(2) of Cap. 380 itself, and each is amended by resolution of the Legislative Council: s. 16(3) permits amendment of the period in (2)(e)(i)(A) and the amounts in (2)(b), (2)(e)(i)(B) and (2)(f)(i); s. 16(3A)permits amendment of the amounts in (2)(g)(iii)(B), (2)(h)(ii) and (2)(i).

Two waves of increases: 2022 and 2025

A resolution of the Legislative Council passed on 16 June 2022 and published as L.N. 145 of 2022 raised four ceilings at once with effect from 17 June 2022: arrears of wages from HK$36,000 to HK$80,000; wages in lieu of notice from HK$22,500 to HK$45,000; severance payment from HK$50,000 plus 50 per cent of the excess to HK$100,000 plus 50 per cent of the excess; and pay for untaken annual leave and statutory holidays from HK$10,500 to HK$26,000.

A further resolution passed on 20 March 2025 and published as L.N. 46 of 2025 raised the severance ceiling from HK$100,000 plus 50 per cent of the excess to HK$200,000 plus 50 per cent of the excess. It took effect on 21 March 2025 and applies where the liability for the severance payment arose on or after that date. The Labour Department links the increase directly to the abolition of MPF offsetting, which took effect on 1 May 2025.

A quirk in the annotations to the consolidated text

One point is worth knowing when working from the primary source. In the consolidated text of Cap. 380 the amounts in s. 16(2)(b) and s. 16(2)(e)(i)(B) read HK$80,000 and HK$45,000, yet the amendment annotation says “(Amended L.N. 63 of 1996)” and does not name L.N. 145 of 2022. That the 2022 resolution did reach those paragraphs is clear from the section’s Editorial Note: the “@” marker placed before both of them refers to the transitional provisions in paragraphs (b) and (c) of L.N. 145 of 2022. The corresponding “#” marker before s. 16(2)(f)(i) refers to the transitional provisions of L.N. 46 of 2025. Work from the figures, the Editorial Note and the Board’s annual report rather than from the bracketed amendment list.

The financial position of the Fund

Measure	2023-24	2024-25
Levy income	HK$233.2 million	HK$16.6 million
Other income	HK$335.2 million	HK$304.0 million
Total income	HK$568.4 million	HK$320.6 million
Ex gratia payments made	HK$155.1 million	HK$297.0 million
Total expenditure	HK$219.1 million	HK$350.9 million
Result for the year	surplus of HK$349.3 million	deficit of HK$30.3 million
Applications received	3,749	5,188
Applications approved	3,154	5,398
Accumulated surplus at 31 March 2025	—	HK$7,287.5 million

The numbers explain the policy. The Fund’s accumulated surplus at the end of 2023 was HK$7,259 million against payments of HK$155 million and levy receipts of HK$243 million in that calendar year — and it was precisely that “stable financial position” that the Government named as one of the two reasons for the two-year levy waiver.

By 2024-25, however, payments had nearly doubled to HK$297.0 million while levy income had fallen from HK$233.2 million to HK$16.6 million: payments exceeded levy receipts by a factor of almost eighteen. The Fund closed the year with a deficit of HK$30.3 million against a surplus of HK$349.3 million the year before. That is the substantive explanation of why the levy waiver was capped at two years and not extended.

In a written reply to the Legislative Council of 4 June 2025 the Government stated that it had no plan to adjust the levy at this stage and did not intend to extend the Fund to defaulted Mandatory Provident Fund contributions.

The allocation of powers here is unusual. It is a statutory function of the Protection of Wages on Insolvency Fund Board to make recommendations to the Chief Executive with respect to the rate of the business registration levy, while Schedule 2 to Cap. 310 is amended by the Financial Secretary under s. 18(2) of Cap. 310. Recommendation and execution sit in different hands.

How severance payment and long service payment are computed under the employment legislation is set out in our guide to the Employment Ordinance (Cap. 57) in 2026.

The step-by-step algorithm, from commencement to renewal

Step 1. Establish whether the activity is within Cap. 310 at all. Check s. 16(1) and reg. 8: charitable, ecclesiastical and educational institutions of a public character, unincorporated agriculture and fishing, bootblacks, licensed hawkers outside buildings and qualifying FiT businesses are outside the Ordinance entirely. Any company, re-domiciled company, OFC, LPF or non-Hong Kong company is inside it in every case.

Step 2. Identify the filing channel. A Hong Kong company, an OFC, a Part 16 non-Hong Kong company, an LPF and a re-domiciling company apply automatically, through the Companies Registry, with the corporate papers. A sole proprietor, a partnership, any other body of persons and every branch apply directly to the Business Registration Office — in person, by post or through eTAX.

Step 3. Meet the deadline. One month from commencement of the business under s. 5(2); one month from commencement of business at the branch under s. 5(4). Simultaneous applications are outside that deadline (s. 5(6)) but remain subject to the duty to file business particulars within one month of actually commencing business (s. 8(1A), s. 8(1C), s. 8(1D)).

Step 4. Audit the names. Every additional trading name under which the same business is carried on is deemed a separate branch by s. 5(1B). Count the brands before filing, not after the demand note arrives.

Step 5. Identify the governing date, and therefore the amount. For an ordinary application, the date business commenced; for a simultaneous application on incorporation, the date of the filing at the Companies Registry; for a non-Hong Kong company, the date the place of business in Hong Kong was established; for a renewal, the day after the previous certificate expires.

Step 6. Decide the three-year question. The saving is HK$880 over three years on the business and HK$32 on a branch. The first election is irrevocable (s. 6(5D)(a)(i)). There will be no refund on an early closure (s. 7(5)).

Step 7. Test eligibility for the s. 9 exemption. Unincorporated forms only. The thresholds are HK$10,000 a month for service businesses and HK$30,000 for everything else, averaged over six months. Claim on Form 3 not later than one month before expiry, or within one month after first registering.

Step 8. Pay, and take the certificate. The application must be accompanied by full payment of the fee and levy (reg. 3(2) of Cap. 310A). Over the counter the certificate issues within 30 minutes; by post or online, within two working days.

Step 9. Display the certificate. The business certificate at the place of business, the branch certificate at the branch (s. 12). An electronic certificate is displayed as a printed copy.

Step 10. Keep a renewal calendar. The demand note arrives around the middle of the month preceding the commencement of the new certificate. If it does not arrive, you have one month from expiry to tell the Commissioner so in writing (s. 7(2)).

Step 11. Notify changes within one month. Changes of name, address and nature of business fall under s. 8(1). For companies, several kinds of change are transmitted from the Companies Registry automatically (s. 8(2B)).

Step 12. On cessation, notify within one month and expect no refund. s. 8(2) and s. 7(5). For a company the duty to hold a certificate continues until dissolution or deregistration.

Common mistakes and what each one costs

Mistake 1. Assuming a dormant company pays nothing. A Hong Kong company, a re-domiciled company, an OFC, an LPF and a non-Hong Kong company are all deemed to carry on business by s. 2(1A) irrespective of actual trading, and the deeming expressly survives a cessation notice under s. 8(2). What it costs: when it surfaces years later, the Commissioner may demand fees and levy for the preceding six years under s. 7(3), and on conviction the court must order payment for the same period under s. 15(2)(a), with the last two years’ worth payable forthwith. On one-year certificates that means up to six annual charges plus penalties; the actual figure depends on how many of those six years fell inside a fee reduction order.

Mistake 2. Registering brands as “names” without realising they are branches. Under s. 5(1B) any additional name under which the same business is carried on is deemed a separate branch. What it costs: failure to apply for branch registration is an offence under s. 15(1)(c), carrying a fine at level 2 and imprisonment for one year, plus six years of back charges for every unregistered name.

Mistake 3. Working from the filing date instead of the governing date. The rate is fixed by the date business commenced, the date of the Companies Registry filing, or the day after the previous certificate expired, depending on the scenario. What it costs: a mis-set budget and, on underpayment, a s. 11 addition of HK$300 or HK$900, with exposure to the s. 15(1)(d) offence.

Mistake 4. Assuming the two-year levy waiver will roll forward. The waiver was built into Schedule 2 as a temporary ladder; entry (f), “on or after 1 April 2026”, has no closing date and restores the levy to HK$150 and HK$450 automatically. What it costs: for a twenty-branch network the return of the levy is an extra HK$3,000 a year on branch certificates alone.

Mistake 5. Treating the s. 9 exemption as automatic or open-ended. It is granted on a Form 3 claim, lasts 12 months and needs a fresh claim each year; making the claim does not of itself suspend liability to pay (s. 9(4)). What it costs:missing the one-month-before-expiry deadline means paying the full HK$2,350 for a year in which the relief was available.

Mistake 6. Running two micro-businesses under one owner. Under s. 10(1)(c) none of two or more businesses carried on by the same persons qualifies for the exemption. What it costs: 2 × HK$2,350 = HK$4,700 a year instead of nothing, even though each business on its own would have been under the threshold.

Mistake 7. Treating the certificate as proof that the activity is lawful. s. 6(6) expressly denies the certificate that meaning. What it costs: carrying on a licensable activity without the sectoral licence, where the sanctions have nothing to do with Cap. 310 and are usually an order of magnitude heavier.

Mistake 8. Using a dummy BRN. Companies incorporated before 27 December 2023 without a business registration number were assigned a dummy number with an alphabetic prefix, and the IRD prohibits using it to apply for business registration documents. What it costs: rejected applications, lost time and — more seriously — a false belief that the company is registered under Cap. 310 when it is not.

Mistake 9. Not reporting a demand note that never arrived. Under s. 7(2), where no notice is received on expiry of the certificate, the duty to say so falls on the person carrying on the business, and the period is one month. What it costs: a free-standing offence under s. 15(1)(e) which also appears in the s. 15(2)(a) list, so it triggers the mandatory six-year back-payment order.

Mistake 10. Electing a three-year certificate “just in case”. The first election is irrevocable, there is no refund on closure, and the saving is HK$880. What it costs: closing in year one of a three-year certificate forfeits about HK$3,820 against the one-year route, and closing in year two about HK$1,470; the HK$880 saving is realised only if all three years are used.

Who this suits, who it does not, and when to take advice

When the Cap. 310 architecture works in your favour

A sole proprietor or partnership below the threshold. A service business earning up to HK$10,000 a month and a trading business turning over up to HK$30,000 a month pay nothing under s. 9 — provided the owner carries on only oneregistered business and files Form 3 on time.

A company with a long horizon and a single brand. The three-year certificate saves HK$880 and removes two annual administrative events. For a stable business with a clear three-year horizon that is a sensible election.

A foreign company that already traded in Hong Kong as a registered non-Hong Kong company and is now re-domiciling. Under s. 5BB(3) it does not pay the fee and levy a second time, provided it delivers the appropriate notice when the re-domiciliation application is made.

When it works against you

A dormant company kept “just in case”. It pays HK$2,350 a year while doing nothing, and the liability is not ended by a cessation notice. If trading is not going to resume, deregistration is cheaper.

Multi-brand retail, or a network of outlets. Every additional name and every outlet is a separate branch at HK$230 a year. With the levy back from 1 April 2026, the cost of a branch network has nearly tripled.

A micro-business running two activities under one owner. The s. 10 rule denies the exemption to both. Consolidating them into one registered business with several names is sometimes cheaper — but then each name becomes a branch, and the calculation has to be done in figures.

A business that expects to close within the year. A three-year certificate is a straight loss in that situation: there is no refund in any circumstances other than a refusal to register, a removal of the entry from the register, or the Registrar’s refusal of the corporate application.

When professional review is needed

Review is necessary where: the business trades under more than one name and you are not certain all of them are registered as branches; trading began materially earlier than the application and the gap exceeds a year; the company holds a dummy BRN; you have received a notice from the Commissioner under s. 3(4) or s. 6(4D); you have missed a deadline and are considering compounding under s. 15(1B); you are re-domiciling and already held a Hong Kong business registration; or you claim relief under s. 16(1)(a) as a charitable or educational institution while also carrying on a trade.

If you are still building the Hong Kong structure and want the whole set of obligations in one view — from incorporation to tax filing — start with our guide to Hong Kong company registration in 2026: requirements, procedure, taxes and annual compliance. The UPPERSETUP team handles registration, renewal and restructuring of Hong Kong businesses against every deadline and threshold described above.

Frequently asked questions

How much does business registration cost in Hong Kong in 2026?

For a certificate commencing between 1 April 2026 and 31 March 2027 a one-year certificate costs HK$2,350 — HK$2,200 fee plus HK$150 levy. A three-year certificate costs HK$6,170 — HK$5,720 fee plus HK$450 levy.

Has the business registration levy come back from 1 April 2026?

Yes. The two-year waiver applied to certificates commencing between 1 April 2024 and 31 March 2026. From 1 April 2026 the levy is charged at HK$150 on a one-year certificate and HK$450 on a three-year certificate under item 3(f) of the Table in Schedule 2 to Cap. 310.

Must a dormant Hong Kong company pay the business registration fee?

Yes. Under s. 2(1A) of Cap. 310 a company incorporated in Hong Kong is deemed to carry on business and is liable to be registered irrespective of whether it trades, and that deeming expressly survives any cessation notice under s. 8(2). The liability continues until the company is dissolved or deregistered.

What is branch registration and when is it required?

Branch registration is required by s. 5(3) of Cap. 310 for every additional site at which an already-registered business is carried on, and must be applied for within one month of the commencement of business there. In addition, s. 5(1B) deems every additional name under which the same business is carried on to be a separate branch.

How much does branch registration cost in Hong Kong?

From 1 April 2026 a one-year branch certificate costs HK$230 — HK$80 fee plus HK$150 levy. A three-year branch certificate costs HK$658 — HK$208 fee plus HK$450 levy.

Who is exempt from paying the business registration fee?

Under s. 9 of Cap. 310 the exemption is available to a business with average sales or receipts not exceeding HK$10,000 a month where its profits derive primarily from the sale of services, and HK$30,000 a month in every other case. It is unavailable to Hong Kong companies, re-domiciled companies, open-ended fund companies, limited partnership funds and non-Hong Kong companies.

Does a business still have to register if it qualifies for the fee exemption?

Yes. The IRD states in terms that a business registration application must still be made even where the business is eligible to claim exemption from payment of the fee and levy. The s. 9 exemption removes the payment, not the registration.

Is a one-year or a three-year certificate better value?

At 2026-27 rates the three-year certificate saves HK$880 against three one-year certificates, but requires about HK$3,800 to be paid up front, is irrevocable on the first election under s. 6(5D)(a)(i), and is not refundable on early closure under s. 7(5). At 31 March 2025 only 33,529 of 1,591,678 registered businesses held three-year certificates.

What is the penalty for paying the business registration fee late?

Under s. 11 of Cap. 310 the Commissioner may add HK$300 to a one-year business certificate and HK$900 to a three-year one, and HK$71 to a one-year branch certificate and HK$213 to a three-year one. Separately, non-payment is an offence under s. 15(1)(d) carrying a fine at level 2 (HK$5,000) and imprisonment for one year.

Where does the business registration levy money go?

Under s. 21 of Cap. 310 every dollar of levy received is paid into the Protection of Wages on Insolvency Fund. That fund makes ex gratia payments to employees of insolvent employers: up to HK$80,000 of wage arrears, up to HK$45,000 of wages in lieu of notice, up to HK$200,000 of severance payment plus half of the excess, and up to HK$26,000 for untaken statutory holidays and annual leave.

Key takeaways

• From 1 April 2026 a one-year business registration certificate costs HK$2,350 and a three-year certificate HK$6,170. The two-year levy waiver expired on 31 March 2026 and has not been renewed.

• The return of the levy was written into the statute back in March 2024. Item 3(f) of the Table in Schedule 2 to Cap. 310, inserted by L.N. 28 of 2024, restores the levy automatically and carries no closing date.

• A one-year branch certificate costs HK$230, and two-thirds of that is levy. For branch networks the return of the levy nearly triples the cost of branch certificates.

• The business registration fee can be reduced by order of the Chief Executive under s. 39A(a) of Cap. 2, but never raised. That is why the 2024 increase required a Legislative Council resolution, a Public Revenue Protection order and a Financial Secretary’s order all at once.

• A company must pay even if it does not trade. s. 2(1A) of Cap. 310 deems it to carry on business, and the deeming survives a cessation notice under s. 8(2).

• Every additional trading name is a separate branch under s. 5(1B). This is the commonest hidden obligation in the Cap. 310 architecture.

• The s. 9 exemption removes the payment but not the registration, is unavailable to corporate forms, and is lost where one owner runs two businesses. In 2024-25 it was granted to 21,750 businesses out of a register of 1,591,678.

• The three-year certificate saves HK$880 and is irrevocable on the first election. At 31 March 2025 only 2.1 per cent of registered businesses held one.

• Late payment attracts both a s. 11 addition and a s. 15 offence, and conviction triggers a mandatory court order for six years of back payment.

• The levy goes entirely to the Protection of Wages on Insolvency Fund, whose payments in 2024-25 were HK$297.0 million against levy income of HK$16.6 million.

Summary

The Business Registration Ordinance (Cap. 310) is Hong Kong’s 1959 statute requiring every person carrying on business in Hong Kong to register it with the Business Registration Office of the Inland Revenue Department within one month of commencement and to pay both a business registration fee and a levy. From 1 April 2026 a one-year certificate costs HK$2,350 (HK$2,200 fee under Schedule 1 item 1(m)(i) plus HK$150 levy under Schedule 2 item 3(f)(i)) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). A one-year branch certificate costs HK$230 and a three-year branch certificate HK$658. The two-year levy waiver introduced by L.N. 28 of 2024 in the 2024-25 Budget expired on 31 March 2026, and the 2026-27 Budget introduced no new concession. The levy is paid in full into the Protection of Wages on Insolvency Fund under s. 21 of Cap. 310. Exemption from paying the fee and levy under s. 9 is open to unincorporated businesses with average monthly receipts of up to HK$10,000 from services or up to HK$30,000 otherwise, lasts 12 months, and does not remove the duty to register. Hong Kong companies, re-domiciled companies, open-ended fund companies, limited partnership funds and non-Hong Kong companies are deemed to carry on business under s. 2(1A) whether or not they trade. Every additional trading name is deemed a separate branch under s. 5(1B). Breaches are punishable by a fine at level 2 (HK$5,000) and imprisonment for one year under s. 15(1), and on conviction the court must order payment of six years of back charges under s. 15(2)(a). At 31 March 2025 there were 1,591,678 registered businesses in Hong Kong, of which 33,529 held three-year certificates and 21,750 were granted exemption from payment.

Sources

Primary sources — legislation and regulators.

1. Business Registration Ordinance (Cap. 310), consolidated text — Hong Kong e-Legislation, version of 23 May 2025

2. Cap. 310, Schedule 1 — the business registration fee table and the exemption thresholds

3. Cap. 310, Schedule 2 — penalties, branch registration fee and levy

4. Business Registration Regulations (Cap. 310A) — forms, the register, document fees, sectoral carve-outs

5. Protection of Wages on Insolvency Ordinance (Cap. 380) — the fund that receives the levy

6. Cap. 380, section 16 — the ex gratia payment ceilings

7. Public Revenue Protection Ordinance (Cap. 120) — provisional effect for revenue measures

8. Public Finance Ordinance (Cap. 2), section 39A — the power to reduce fees and charges

9. Companies Ordinance (Cap. 622), section 820A — definitions in the re-domiciliation regime

10. Business Registration Ordinance (Amendment of Schedule 2) Order 2024, L.N. 28 of 2024

11. Public Revenue Protection (Business Registration) Order 2024, L.N. 29 of 2024

12. Resolution of the Legislative Council under Cap. 310, L.N. 38 of 2024

13. Business Registration Ordinance (Amendment of Schedule 2) Order 2022, L.N. 136 of 2022

14. Business Registration Ordinance (Amendment of Schedule 2) Order 2013, L.N. 91 of 2013

15. Revenue (Reduction of Business Registration Fees and Branch Registration Fees) Order 2022, L.N. 26 of 2022

16. Revenue (Reduction of Business Registration Fees) Order 2013, L.N. 27 of 2013, full text — Legislative Council

17. Resolution of the Legislative Council under Cap. 380, L.N. 46 of 2025

18. Resolution of the Legislative Council under Cap. 380, L.N. 145 of 2022

19. Business Registration (Amendment) Regulation 2019, L.N. 191 of 2019

20. Companies (Amendment) (No. 2) Ordinance 2025, Ordinance 14 of 2025

21. Business Registration Fee and Levy Table — Inland Revenue Department

22. List of Current Charges — Inland Revenue Department

23. 2024-25 Budget: Increase in Business Registration Fees and Waiver of Business Registration Levy — Inland Revenue Department, 18 April 2024

24. Reduction of the Levy Rate of Business Registration — Inland Revenue Department

25. Business Registration — general information — Inland Revenue Department

26. “Business” Required to be Registered and Application for Business Registration — Inland Revenue Department

27. Exemption from Registration or Payment — Inland Revenue Department

28. FAQ on Exemption from payment of Business Registration fee and levy — Inland Revenue Department

29. Business Registration Certificate: the three-year election — Inland Revenue Department

30. Renewal of Business Registration — Inland Revenue Department

31. Cessation of Business Registration — Inland Revenue Department

32. FAQ on One-stop Company and Business Registration Service — Inland Revenue Department

33. One-stop Company and Business Registration — Inland Revenue Department

34. Unique Business Identifier — Inland Revenue Department

35. Residency for Tax Purposes and Taxpayer Identification Number — Inland Revenue Department

36. Business Registration Electronic Services provided through eTAX — Inland Revenue Department

37. IRD Annual Report 2024-25 — Inland Revenue Department

38. IRD Annual Report 2024-25, Schedules — Schedule 8, business registration statistics

39. IRD Annual Report 2024-25, Assessing Functions — Figures 16 and 17

40. Legislative Council Brief: Public Revenue Protection (Business Registration) Order 2024 — Financial Services and the Treasury Bureau, March 2024

41. Business registration fees to be adjusted and business registration levy to be waived — Government press release, 6 March 2024

42. Gazettal of Rating (Exemption) Order 2022 and Revenue (Reduction of Business Registration Fees and Branch Registration Fees) Order 2022 — Government press release, 2 March 2022

43. Protection of Wages on Insolvency Fund Board Annual Report 2024-25 — Labour Department

44. Raise the maximum amount of ex gratia payment on severance payment under the PWIF — Labour Department

45. LCQ19: Protection of Wages on Insolvency Fund — Government written reply, 4 June 2025

46. The 2026-27 Budget, Speech by the Financial Secretary — 25 February 2026

47. Companies Registry releases statistics for first half of 2026 — Government press release, 17 July 2026

48. Company re-domiciliation opens for application — Government press release, 23 May 2025

Disclaimer

This material is for information only and does not constitute legal, tax, financial, investment or consulting advice. Before acting, obtain individual professional advice that takes account of your specific situation, jurisdiction, corporate status and the regulators’ current requirements.

Content current as at: September 2026.

Subscribe to our newsletter

Get expert materials and special offers on citizenship and residence by investment. Once a week, no spam.

All services on the platform

Everything you need to start and run a business - in one place

2–10 days
Company Setup
Hong Kong company with a complete set of incorporation documents
Start
Monthly
Accounting and Tax Services
Accounting services in accordance with HKFRS, including monthly reporting.
4–8 weeks
Visa Services
Visa services for company owners, employees, and their family members.
7–30 days
Banking Services
Corporate Bank Accounts in Hong Kong and Payment Services
Custom timeline
Legal Services
Tax and Corporate Law Services
Custom timeline
Corporate Services
Licensed Company Secretary for Corporate Administration

All service providers on a single platform

International Free Zone Authority

Meydan Free Zone

Ajman Free Zone

Ajman Media City Free Zone

Sharjah Media City

Send WhatsApp message