Legislative Council

LC Paper No. LS 60/98-99

Objects of the Bill

To amend the Business Registration Ordinance (Cap. 310) to :

1. introduce changes to the business registration system; and
   
   
2. streamline the operation of the system.

LegCo Brief Reference

2. FIN CR 3/2311/90 issued by the Finance Bureau in October 1998.

Date of First Reading

3. 11 November 1998.

Comments

4. Major changes proposed by the Bill include :

1. prohibiting a business incorporated with limited liability to register by a name which suggests that the business is incorporated under a different name;
   
   
2. empowering the Commissioner of Inland Revenue ("the Commissioner") to remove an entry from the register at any time after registration if it appears to him that a business or a branch of business should not have been registered for reasons specified in the Ordinance;
   
   
3. deeming a company incorporated in Hong Kong under the Companies Ordinance (Cap. 32) or an overseas company registered under Part XI of that Ordinance to be a person carrying on business notwithstanding any notice of cessation of business;
   
   
4. providing an index to the public for the search of business registration numbers of businesses;
   
   
5. enabling the Commissioner to supply an extract of any information on the register in uncertified form; and
   
   
6. empowering the Commissioner to compound offences.

5. Details of the Administration's proposals are set out in paragraphs 4 to 7 of the LegCo Brief. Some of the proposals require amendments to the Business Registration Regulations (Cap. 310 sub. leg.), which will be made by the Secretary for the Treasury and subject to the scrutiny of LegCo.

6. The Bill gives the Commissioner the power to remove an entry from the register at any time after registration if it appears to him that a business or a branch of business is unlawful. The business or branch shall be deemed to have never been registered on publication of notice in the gazette after the removal of entry. The Bill provides a right of appeal to the Court of First Instance within 28 days of publication in the Gazette, but does not require the Commissioner at any stage to inform the person of his decision.

7. The Bill empowers the Commissioner to request a person to make a new application for registration of a business or branch under a different name at any time after registration if it appears to him that such business or branch should not have been registered :

1. by a name which suggests that the business is incorporated with limited liability when it is not, or by a name which suggests that the business is incorporated under a different name;
   
   
2. by a name which suggests a connection with the Government or any public body when no such connection exists or has existed.

Under section 6(4A) of the Ordinance, similar power may be exercised by the Commissioner on application for registration. There is no restriction in the Bill preventing the Commissioner from exercising this power after registration, even if he has done so at the time of application.

Public Consultation

8. No public consultation has been carried out.

Consultation with the LegCo Panel

9. An information paper on the Bill has been circulated to members of the LegCo Panel on Financial Affairs prior to the Panel meeting on 5 October 1998. No discussion has been held at that meeting.

Conclusion

10. The Legal Service Division is seeking clarification on various technical points. Members may consider setting up a Bills Committee to study the Bill in detail.


Prepared by

Wong Sze-man, Bernice
Assistant Legal Adviser
Legislative Council Secretariat
11 November 1998

Bill/BR