For international businesses, investors, and advisors dealing with Hong Kong companies, one of the first steps in due diligence is verifying a company’s legal identity. Traditionally, many have relied on the familiar “CR Number” – the unique identifier assigned to every Hong Kong incorporated entity. However, since the implementation of the new Companies Ordinance (Cap. 622) in 2014, which replaced the old Companies Ordinance (Cap. 32), there have been subtle but significant changes to how companies are officially identified and referenced in legal and registry documents. Confusion between the old and new systems can lead to misjudgments about a company’s registration date, legal status, or even its very existence.
This guide will decode Hong Kong’s company identification system in the post-2012 era, empowering you to navigate official records with confidence and avoid costly due diligence errors.
The Legacy: Understanding the “CR Number”
First, let’s clarify the “CR Number.” CR stands for “Company Registration.” Historically, under the old Companies Ordinance (Cap. 32), every company upon incorporation received a unique CR Number, formatted simply as a sequential digit string (e.g., 123456). This number was used on the Certificate of Incorporation, the Business Registration Certificate, and in all correspondence with the Companies Registry.
This number was permanent and did not change. It served as the primary key to access a company’s public file, which contains its memorandum and articles of association, director and shareholder details, annual returns, and charges registered.
The Watershed: The New Companies Ordinance (2012)
The new Companies Ordinance (Cap. 622), enacted as Ordinance No. 28 of 2012 and fully effective from March 2014, modernized Hong Kong’s corporate law. While it brought sweeping changes in areas like corporate governance, reporting, and capital structure, it also impacted administrative identifiers.
A key transitional provision was the update of references across Hong Kong’s extensive body of subsidiary legislation. As seen in the extensive amendments in Schedule 10 of the new ordinance, countless references to the “Companies Ordinance (Cap. 32)” in other laws had to be replaced with “Companies Ordinance (28 of 2012).” This legal housekeeping ensured consistency but didn’t abolish the core concept of a company number.
The New Era Identifier: Is There a “New” Number?
Here’s the crucial point for users: The CR Number itself did not change for existing companies. A company incorporated before 2014 retains its original CR Number. The system of assigning a unique registration number to each new entity also continues unchanged under the new ordinance.
So, what did change? The context and some of the documentation around that number.
- Certificate of Incorporation Format: The visual layout and certain prescribed content of the Certificate of Incorporation issued under the new ordinance were updated. However, the company’s unique registration number remains prominently displayed. The legal authority for its issuance now stems from the new ordinance.
- Legal References in Documentation: When you retrieve a company’s official profile or specific documents dated after the enactment of the new ordinance, you may see references to the empowering legislation as the “Companies Ordinance (28 of 2012)” or “Cap. 622,” instead of the old “Cap. 32.” This is a technical legal detail, but the company’s identifying number remains the constant.
- The “RC” Number on Business Registration Certificates: This is a common source of confusion. Every Hong Kong company must also obtain a Business Registration Certificate (BRC) from the Inland Revenue Department. The BRC has its own number, prefixed with “RC” (e.g.,
12345678). The CR Number and the RC Number are different. The CR Number is for company law purposes (Registry), while the RC Number is for tax and business registration purposes (Inland Revenue). A company will have both. For due diligence, the CR Number is typically more critical for accessing the corporate registry file.
How to Decode the Identifier and Avoid Pitfalls
The real risk for overseas users isn’t that numbers have been reassigned, but that misinterpreting the ecosystem leads to errors.
Pitfall 1: Assuming a Company is New Based on a Document Reference.
- Scenario: You find a document referencing the “Companies Ordinance (28 of 2012)” and assume the company was incorporated after 2012.
- Reality: The document could simply be a post-2014 filing (like an annual return) for a company founded in 1990. The company still uses its original CR Number from 1990. Always check the date of incorporation on the Certificate of Incorporation, not just the legal citations in later documents.
Pitfall 2: Mistaking the Business Registration (RC) Number for the Company Registration (CR) Number.
- Scenario: You only have an invoice with the RC Number and try to search the Companies Registry.
- Solution: Use the company’s exact English name to search the Companies Registry e-Search platform. The search results will show the correct CR Number. You can then use that CR Number to access the full corporate file.
Pitfall 3: Overlooking the Company’s Status.
The number is stable, but a company’s status is not. A company with a valid CR Number could be “Live,” “Deregistered,” or in the process of “Winding Up.” The number alone doesn’t indicate active status. You must check the Company Particulars page, which shows its current status.
A Practical Guide for Due Diligence
- Locate the Correct Number: Start with the official Certificate of Incorporation. The CR Number is always there. If you only have a BRC, note the RC Number but use the company name to find the CR Number via a registry search.
- Use the Official Portal: Conduct your search on the Hong Kong Companies Registry’s Integrated Companies Registry Information System (ICRIS). Enter either the CR Number or the exact registered name.
- Interpret the Results: The search will reveal:
- Company Name & CR Number: Confirming the entity.
- Date of Incorporation: The true founding date, regardless of legislative changes.
- Company Type: e.g., Private company limited by shares.
- Status: The most critical field—whether it is active.
- Access Deeper Documents: With the CR Number, you can order essential documents for a fee, such as the Articles of Association, latest Annual Return, and Register of Directors. This is where comprehensive due diligence begins.
Why This Matters for Your Business
In cross-border trade, investment, or partnerships, verifying the legitimacy and status of a Hong Kong company is non-negotiable. Relying on outdated identifiers or confusing different numbers can result in:
- Engaging with a deregistered or dormant entity.
- Misunderstanding the company’s operational history.
- Difficulties in enforcing contracts or conducting legal proceedings.
For professionals handling mergers, acquisitions, or significant contracts, obtaining an updated Certificate of Incorporation (Certified Copy) or a Certificate of Good Standing (officially called a “Certificate of Incumbency” in Hong Kong) directly from the Companies Registry is often necessary. These certified documents, which bear the official seal of the registry, will unequivocally state the company’s identity under the current ordinance and its valid status.
Conclusion: One Constant Number in an Evolving Legal Landscape
The heart of Hong Kong’s company identification system remains elegantly simple: a unique, lifetime CR Number. The 2012 company law reform updated the surrounding legal framework and document formats but left this core identifier intact. The challenge for global users is not learning a new system, but expertly navigating the consistent yet detailed public registry to build an accurate picture of a potential partner.
By moving beyond the CR Number to understand its context—distinguishing it from the RC number, checking the incorporation date, and vigilantly verifying the company’s active status—you transform a simple identifier into a powerful tool for reliable due diligence.
For businesses that require thorough and hassle-free verification, partnering with a dedicated service provider can streamline the process. They can efficiently retrieve official documents, interpret registry data, and even assist with the legalization of these documents for use overseas, ensuring your venture into Hong Kong’s dynamic market is built on a foundation of verified information. If you need to conduct in-depth due diligence, consider a comprehensive Hong Kong Company Report that consolidates all critical legal and financial data into one clear, actionable format.