Registration of a corporate practice

A corporate practice is a company (within the meaning of section 2(1) of the Companies Ordinance (Cap. 622)) limited by shares registered with the AFRC as a corporate practice under Division 3 of Part 2A of the Accounting and Financial Reporting Council Ordinance (Cap. 588).

Pursuant to section 20AAZX(5) of the Accounting and Financial Reporting Council Ordinance (Cap. 588), a corporate practice applicant needs to meet the following professional indemnity requirements for its corporate practice registration application:

 

  • the applicant is to be or is covered by the professional indemnity insurance (“PII”) provided by an approved insurer;
  • the PII is provided:
    • on terms specified in the "Corporate Practices (Professional Indemnity) Rules" issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”); or
    • if the terms are not so specified, on terms that have been approved by the Council of the HKICPA; and
  • the applicant is covered by the PII at least to the extent required by the "Corporate Practices (Professional Indemnity) Rules" issued by the HKICPA.

You are required to complete and submit “Application for Registration of a Corporate Practice (For Initial Approval of the Name of the Proposed Corporate Practice and Articles of Association)” (Form CP-1A) through the AFRC Online Registration System for initial approval of the proposed company name and articles of association, together with the application fee and all necessary supporting documents.

 

After the initial approval is granted by the AFRC, you are required to complete and submit “Application for Registration of a Corporate Practice” (Form CP-1B) through the AFRC Online Registration System, together with all necessary supporting documents, within three months from the date of the initial approval, and after you have registered the company with the Companies Registry and obtained the necessary professional indemnity insurance.

 

Please refer to the AFRC’s "Guide for the Registration of Corporate Practices" section 3.3 for details of the application procedures and supporting documents.

A corporate practice should register its name in English as well as in Chinese, if it has or in fact uses both English and Chinese names. A corporate practice name will only be approved if it:

 

  • is not the same as a company name already registered under the AFRCO;
  • does not, in the opinion of the AFRC, so nearly resemble a company name already registered under the AFRCO as to be likely to cause confusion; and
  • is not, in the opinion of the AFRC, misleading, offensive or otherwise contrary to the public interest.
     

A company name can broadly be divided into three categories:

 

  • personalized name;
  • the name of an overseas / international accountancy practice registered outside Hong Kong; or
  • other non-personalized (trading) name.
     

In the case of categories (A) and (B) above, the AFRC will normally expect that the company name satisfies the following additional criteria:

 

  • where the company name is a personalized name:
    • the name is sufficiently indicative of the names of the full-time practising member directors, but not any other persons; and
    • where the applicant has only one member, the name should include the initials or other names of the member in addition to his or her surname (e.g. “A.B. Chan Certified Public Accountants (Practising) Co. Ltd.” instead of “Chan Certified Public Accountants (Practising) Co. Ltd.”); and
  • where the company name is the name of an overseas / international accountancy practice registered outside Hong Kong:
    • the applicant should be properly authorized by the overseas / international accountancy practice concerned to use the name; and
    • the overseas / international accountancy practice concerned should be duly registered under the jurisdiction of an accountancy body accepted by the AFRC (i.e. an International Federation of Accountants (“IFAC”) member).

Maintain the registration of a corporate practice

You are required to complete and submit “Notification for Change in Particulars of a Corporate Practice” (Form CP-3) through the AFRC Online Registration System with all necessary supporting documents within 14 days of the change.

 

Where a corporate practice changes its address of registered office, the notification should be accompanied by the following documents:

 

  • documentary evidence to prove the ownership of the property such as land search results, if the corporate practice is the landlord of the registered office;
  • a letter of consent from the landlord or leaseholder authorising the use of his or her or its premises as the corporate practice’s registered office, if the corporate practice is not the landlord of the registered office;
  • a copy of the board resolution of the corporate practice sanctioning the change of registered office;
  • a copy of Form NR1 – Notice of Change of Address of Registered Office as submitted to the Companies Registry; and
  • a copy of the Business Registration Certificate bearing the new address of registered office.

You are required to complete and submit “Notification for Change in Particulars of a Corporate Practice” (Form CP-3) through the AFRC Online Registration System with supporting documents within 14 days of the change to inform the AFRC of details of the outgoing practising member director.

 

The notification should be accompanied with the following supporting documents:

 

  • a certified copy of the stamped “Bought and Sold Note” and “Instrument of Transfer” concerning any share transfer (as may be applicable);
  • a certified copy of the following forms submitted to the Companies Registry (as may be applicable):
    • Form ND2A – Notice of Change of Company Secretary and Director (Appointment / Cessation);
    • Form ND4 – Notice of Resignation of Company Secretary and Director; and
    • Form NSC1 – Return of Allotments;

Regardless of the date of registration of your corporate practice, the registration of your corporate practice expires on 31 December of the year in which the registration takes effect.

 

You may apply to the AFRC for renewal of your corporate practice registration no later than 15 December of the year in which the current registration expires. The AFRC will accept renewal applications from 1 November of each year.

 

You are required to complete and submit “Renewal Application for a Corporate Practice” (Form CP-2) through the AFRC’s Online Registration System. The Online Registration System can be accessed with your corporate practice’s login ID and password.

 

If you do not submit the renewal application to renew your current corporate practice registration, your current corporate practice registration will expire on 31 December this year and you are prohibited from issuing statutory audit reports under the name of your corporate practice from 1 January next year. If you intend to continue your practice through a corporate practice, you need to re-apply for the registration of a corporate practice by completing and submitting  “Application for Registration of a Corporate Practice (For Initial Approval of the Name of the Proposed Corporate Practice and Articles of Association)” (Form CP-1A) through the AFRC Online Registration System, together with all necessary supporting documents.

You have to complete and submit “Application for De-registration of a Corporate Practice” (Form CP-4) through the AFRC Online Registration System to cancel the corporate practice registration and remove the name of the corporate practice from the AFRC’s register of corporate practice.

 

The application form should be accompanied with the following supporting documents:

 

  • a certified copy of the special resolution of the corporate practice in respect of the application; and
  • a certified copy of certification issued by the insurance broker of the HKICPA PII Master Policy certifying that a run-off cover for the corporate practice has been obtained in accordance with the Corporate Practices (Professional Indemnity) Rules issued by the HKICPA.

General

The AFRC maintains a register of CPA firms and corporate practices containing the full name of each CPA firm / corporate practice and the address of its registered office on our website.

 

The register is also available for public inspection during office hours at our office.