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Business Registration (Amendment) Bill 1998
Amend the Business Registration Ordinance.
Enacted by the Legislative Council.
1. Short title and commencement
(1) This Ordinance may be cited as the Business Registration (Amendment) Ordinance 1998.
(2) This Ordinance shall come into operation on a day to be appointed by the Secretary for the Treasury by notice in the Gazette.
2. Interpretation
Section 2 of the Business Registration Ordinance (Cap. 310) is amended---
(a) in subsection (1), by repealing the definition of "prescribed certification fee" and substituting---
""prescribed document fee" (訂明文件費) means the fee
for the issue of documents under sections 19 and 19A prescribed by regulations made under section 14;";
(b) in subsection (1A), by repealing "shall be deemed" and substituting "shall, notwithstanding any notification of cessation of business which may be furnished under section 8(2), be deemed";
(c) by adding after subsection (1A)---
"(1B) This Ordinance shall apply to---
(a) a company deemed to be a person carrying on business under subsection (1A);
(b) a person deemed to be a person carrying on business under section 3(4); and
(c) a person deemed to be a person carrying on business at a branch of a business under section 3(4AA),
as it applies to a person carrying on business or to a person carrying on business at a branch of a business.".
3. Persons answerable for doing all
acts, etc. required to be done
Section 3 is amended---
(a) by adding after subsection (4)---
"(4AA) Where the Commissioner serves notice on any person to the effect that he will be deemed to be a person carrying on business at a branch of a business, the person shall be so deemed unless within 1 month from the date of service of such notice the person proves to the satisfaction of the Commissioner that he is not carrying on business at a branch of a business.";
(b) in subsection (4A) by adding "or (4AA)" after "(4)".
4. Official secrecy
Section 4 is amended by adding---
"(7) Notwithstanding anything contained in this section, the Commissioner may provide an index in such form and containing such particulars of businesses as registered under this Ordinance as he sees fit for the purpose of identifying such businesses.".
5. Application for registration
Section 5 is amended by adding---
"(1A) A person who makes an application under subsection (1) may register---
(a) a Chinese name;
(b) an English name; or
(c) both a Chinese name and an English name,
under which the business is carried on.
(1B) An application under subsection (1) in respect of names other than those mentioned in subsection (1A), whether in Chinese or English shall, for the purposes of this Ordinance, be deemed to be the names of separate branches of the business and this Ordinance shall apply to such branches as it applies to a business carried on at a branch of a business.".
6. Registration of business and issue of
business registration certificate
Section 6 is amended---
(a) by repealing subsection (4)(b) and substituting---
"(b) by a name which suggests that the business is incorporated with limited liability when it is not, or, where the business is incorporated with limited liability, by a name which suggests that the business is incorporated under a different name; or";
(b) by adding after subsection (4A)---
"(4B) Where at any time after a business or a branch
of a business has been registered it appears to the Commissioner that such business or branch should not have been registered for the reason specified in subsection (4)(a)---
(a) the Commissioner shall remove the entry in respect of the business or of the branch, as the case may be, from the register; and
(b) the Commissioner shall as soon as practicable after the removal publish a notice in the Gazette of the removal and on publication such business or branch, as the case may be, shall be deemed to have never been registered.
(4C) Any person aggrieved by a decision of the Commissioner made under subsection (4B) may, within 28 days of the publication of the notice of removal referred to in paragraph (b) of that subsection, appeal to the Court of First Instance against the removal and the Court of First Instance may make such order thereon as it may deem just, including an order as to costs.
(4D) Where at any time after a business or a branch of a business has been registered it appears to the Commissioner that such business or branch should not have been registered for the reason specified in subsection (4)(b) or (c), the Commissioner shall issue a notice to the person carrying on such business or branch requesting him to make a new application to the Commissioner for registration of the business or branch, as the case may be, under a different name which does not contravene the prohibition imposed by subsection (4)(b) or (c) within 3 months of the issue of such notice.
(4E) A notice issued by the Commissioner under subsection (4D) shall include a statement of the reasons therefor and the person issued with the notice may appeal in the manner provided in section 17.
(4F) Where a new application for registration of a business or a branch of a business under a different name is not made in accordance with the requirements of subsection (4D), or no appeal has been lodged under subsection (4E), or an appeal lodged under subsection (4E) has been determined otherwise than in favour of the appellant, the business or branch, as the case may be, shall be deemed
to have ceased to be carried on at the expiration of the
3 months period referred to in subsection (4D) or immediately after the appeal has been so determined, as the case may be, and the Commissioner shall record such cessation on the register accordingly.
(4G) Where a business or a branch of a business is deemed to have ceased to be carried on under subsection (4F), the Commissioner shall as soon as practicable thereafter, notify the person served with the notice under subsection (4D) of such cessation, and publish the name, business registration number, business address and the date of the cessation in the Gazette.";
(c) by adding after subsection (6)---
"(7) Where a body corporate makes an application for registration under section 5(1) and the body corporate is not incorporated in Hong Kong, the Commissioner shall record its place of incorporation after its name on the register in a manner he sees fit.".
7. Payment of fees
Section 7(1) is amended---
(a) in paragraph (a)(i), by adding "and for which the fee prescribed in item 1 of Schedule 1 and the levy have not been paid" after "valid business registration certificate";
(b) by repealing paragraph (a)(ii) and substituting---
"(ii) in respect of which a valid business registration certificate is due to expire, and the Commissioner has not received any notification of cessation in respect of such business under section 8(2) or where the person is a company which is deemed to be a person carrying on business under section 2(1A),";
(c) in paragraph (b)(i), by adding "and for which the fee prescribed in item 2 of Schedule 2 and the levy have not been paid" after "valid branch registration certificate";
(d) by repealing paragraph (b)(ii) and substituting---
"(ii) in respect of which a valid branch registration certificate is due to expire and the Commissioner has not received any notification of cessation in respect of such branch under section 8(2),".
8. Penalty for non-payment of fees
Section 11 is amended---
(a) in subsection (1), by adding "fully" before "paid";
(b) by adding after subsection (1)---
"(1A) The penalty to be added under subsection (1) shall be the penalty in force on the date of commencement of the relevant business registration certificate.".
9. Regulations
Section 14(1)(h) is repealed and the following substituted---
"(h) fees for the issue of documents under sections 19 and 19A and for the issue of duplicate documents;".
10. Offences
Section 15 is amended by adding after subsection (1A)---
"(1B) The Commissioner may compound any offence under this section and may before judgment stay or compound any proceedings thereunder.".
11. Exemptions
Section 16(d) is amended by repealing "Governor in Council" and substituting "Secretary for the Treasury".
12. Appeals
Section 17 is amended---
(a) by repealing "section 3(4A) or 9(5)" and substituting "section 3(4A), 6(4E) or 9(5)";
(b) in paragraph (a)---
(i) by repealing "within 28 days of the Commissioner informing" and substituting "within 28 days of the service on him of the notice in which the Commissioner informs";
(ii) by repealing "and" at the end;
(c) in paragraph (b)---
(i) by repealing "Commissioner informing" and substituting "service on him of the notice in which the Commissioner informs";
(ii) by repealing "," at the end and substituting "; and";
(d) by adding---
"(c) in the case of an appeal under section 6(4E), within 28 days of the service on him of the notice in which the Commissioner requests him to make an application for registration under a different name,".
13. Certification and issue of documents
Section 19(1) is amended by repealing "prescribed fee" and substituting "prescribed document fee".
14. Section added
The following is added---
"19A. Supply of extract of information
in uncertified form
(1) The Commissioner shall, upon request by any person and on payment of the prescribed document fee, supply to that person as soon as practicable an extract of any information on the register in uncertified form.
(2) An extract of information for the purpose of subsection (1) may be supplied in such form and in such manner as the Commissioner sees fit.".
15. Service of notices
Section 20(b) is repealed and the following substituted---
"(b) by post addressed to the last known business, residential or other correspondence address of the person to be served.".
16. Schedule 1 amended
Schedule 1 is amended, in item 1, by repealing "expires" and substituting "commences".
17. Schedule 2 amended
Schedule 2 is amended---
(a) in item 1---
(i) by repealing "for non-payment" and substituting "where full payment has not been received in respect of";
(ii) in paragraphs (a) and (b), by repealing "of";
(b) in item 2, by repealing "expires" and substituting "commences".
Consequential Amendments
Business Registration Regulations
18. Fees
Regulation 7 of the Business Registration Regulations (Cap. 310 sub. leg.) is amended by adding---
"(3) The fee for the issue of an extract of information under section 19A of the Ordinance shall be $45.".
Administrative Appeals Board Ordinance
19. Schedule amended
Item 22 of the Schedule to the Administrative Appeals Board Ordinance (Cap. 442) is amended by repealing column 3 and substituting---
"(a) The service of a notice under section 3(4) by the Commissioner of Inland Revenue that a person is to be deemed to be a person carrying on business.
(b) The service of a notice under section 3(4AA) by the Commissioner of Inland Revenue that a person is to be deemed to be a person carrying on business at a branch of a business.
(c) The service of a notice under section 6(4D) by the Commissioner of Inland Revenue requesting a person to make an application for registration under a different name.".
Explanatory Memorandum
The purpose of this Bill is to amend the Business Registration Ordinance (Cap. 310) to---
(a) replace the definition of "prescribed certification fee" by a new definition of "prescribed document fee" (clause 2(a));
(b) provide that the Commissioner may serve notice on any person deeming him to be a person carrying on business or a person carrying on business at a branch of a business (clauses 2(b), (c) and 3);
(c) enable the Commissioner to provide an index for identifying businesses (clause 4);
(d) provide that a person who makes an application for registration under section 5(1) may register a Chinese name and/or an English name (clause 5);
(e) empower the Commissioner to remove the entry in respect of any business from the register if that business should not have been registered and provide appeal avenue in respect of the Commissioner's decision (clause 6);
(f) enable the Commissioner to call upon any person to pay the fee and the levy if the Commissioner has not received any notification of cessation in respect of the business (clause 7);
(g) provide that the penalty to be added shall be the penalty in force on the date of commencement of the relevant certificate (clause 8);
(h) empower the Chief Executive in Council to provide for the fees for the issue of documents under the new section 19A (clause 9);
(i) enable the Commissioner to compound any offence under section 15 (clause 10);
(j) make an amendment to section 16 to rectify an oversight
(clause 11);
(k) make minor amendments to the provisions relating to appeals (clause 12);
(l) replace "prescribed fee" by "prescribed document fee"
(clause 13);
(m) add a new section 19A relating to the supply of extract of information in uncertified form (clause 14);
(n) provide that notice may be served by delivering a copy by post addressed to the last known address (clause 15);
(o) make minor amendments to Schedule 1 (clause 16);
(p) make minor amendments to Schedule 2 (clause 17);
(q) make consequential amendments to the Business Registration Regulations and the Administrative Appeals Board Ordinance respectively (clauses 18 and 19).
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