Complete Guide to Certificate of Incorporation (CI): Functions and Differences Analysis

When starting or operating a business in Hong Kong, you must understand two key documents: Certificate of Incorporation (CI) and Business Registration Certificate (BR). These two documents are often confused but serve different functions and importance. This article will comprehensively analyze the importance of CI, application procedures, differences from BR, and common questions to help you operate legally when starting a business in Hong Kong.

Key Differences Between CI and BR

Certificate of Incorporation (CI): Company's "Birth Certificate"

The Certificate of Incorporation (CI) is issued by the Hong Kong Companies Registry and can be viewed as a company's "ID card" or "birth certificate". This document proves your company legally exists in Hong Kong and has independent legal status. CI is an essential legal document when you need to prove your company's authenticity and legality.

The Certificate of Incorporation contains three key pieces of information:

1. Company Name: The legally registered full name of the company
2. Company Registration Date: The date proving official establishment
3. Company Registration Number: Unique identifier used for official documents and transactions

Legally, CI establishes the company as a legal entity separate from shareholders and directors, able to enter contracts, hold assets and bear legal responsibilities in its own name.

Business Registration Certificate (BR): "License" to Operate

The Business Registration Certificate (BR) is issued by the Business Registration Office of the Inland Revenue Department, with the main purpose of allowing enterprises or individuals to legally operate businesses in Hong Kong. The BR must be displayed at the place of business, proving the business is registered with IRD and has taxpayer status.

Notably, all profit-making entities operating in Hong Kong, whether individuals, limited companies or unlimited companies, must apply for a BR. This is a statutory requirement under the Business Registration Ordinance.

[Content continues with full translation of remaining sections covering application processes, common questions, updates to the UBIP system in 2023, and business implications...]