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Hong Kong Investments in Hong Kong Adjustment of Hong Kong Company Notarization Policy
KNOWLEDGE|
(1) |
Comparison between Old and New Policies
(a) Old Policy (before March 20, 2026): When an ordinary Hong Kong company handles relevant businesses such as director resolution notarization and power of attorney notarization, the director may authorize a third party (including company secretary, agent, etc.) to sign on his behalf, and the director does not need to go to Hong Kong in person. The process is relatively flexible, reducing the enterprise's handling costs and time costs.
(b) New Policy (effective immediately from March 20, 2026): Except for the 5 clearly listed special institutions, all Hong Kong companies must have the director himself go to Hong Kong in person to complete the on-site signature process in front of the appointed notary when handling director resolution notarization, shareholder resolution notarization, power of attorney notarization and other notarization of important decision-making documents reflecting the company's will. Remote video signature, entrusted agency and any other alternative methods are strictly prohibited. The notary shall conduct on-site verification of the director's identity and signature behavior to ensure compliance of the process.
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(2) |
Scope of Institutions
This policy clearly specifies that only 5 types of institutions are exempt from the on-site signature requirement and can still use the authorized signature model to handle notarization, but they must meet strict conditions: Hong Kong statutory institutions, Hong Kong licensed banks, Hong Kong licensed insurance companies, Hong Kong licensed securities companies, and Hong Kong Stock Exchange listed companies. It should be specially noted that the authorized signatory of such institutions must be a formal employee of the institution and clearly indicate his position in the relevant documents; otherwise, he will not meet the exemption requirements and must implement on-site signature in accordance with the standards for ordinary enterprises.
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(3) |
Explanation of Special Application Channel
For non-exempt ordinary enterprises, if they are really unable to go to Hong Kong for on-site signature due to special circumstances (such as the director suffering from a serious illness, being unable to leave due to urgent overseas affairs, etc.), they need to submit a dual approval application to China Legal Service and The China Appointed Notaries Association in advance, and provide sufficient and reasonable reasons for being unable to sign on-site, complete supporting materials and a detailed review plan. It should be clarified that this special channel has extremely high approval standards and a very low pass rate, which is only applicable to extremely special exceptional cases and does not have universality. Enterprises should not over-rely on it.
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(1) |
Affected Entities
This policy adjustment mainly affects three types of entities, covering the vast majority of ordinary Hong Kong enterprises: first, the vast majority of Hong Kong companies with mainland backgrounds; second, ordinary Hong Kong enterprises that are not listed or licensed; third, Hong Kong companies that need to handle relevant notarization for cross-border investment, mainland operations, bank account opening, equity changes, litigation and arbitration and other needs. All such entities must strictly abide by the director's on-site signature requirements and plan relevant matters in advance.
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(2) |
Mandatory Notarization Businesses (All Need to Implement On-site Signature in Accordance with New Regulations)
Combined with the actual operational needs of enterprises, the following types of notarization businesses all need to implement the director's on-site signature requirement and cannot be exempted: 1. Notarization of "Company Director Resolution Certificate"; 2. Notarization of "Shareholder Resolution Certificate"; 3. Notarization of Power of Attorney (including various purposes such as cross-border investment, bank account opening, litigation and arbitration, asset disposal, equity changes, etc.); 4. Notarization of other important decision-making documents reflecting the company's will.
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(1) |
Preliminary Preparation (It is recommended to make preparations 5-7 working days in advance)
(a) Clarify document requirements: Draft the "Company Director Resolution Certificate", "Shareholder Resolution Certificate" or Power of Attorney in advance, clarify the purpose of the document (such as cross-border investment, bank account opening, litigation, etc.) and place of use, ensure that the content of the document complies with relevant laws and regulations and the requirements of the use scenario, and avoid rework due to inconsistent content.
(b) Prepare relevant materials: At the company level, it is necessary to prepare a full set of compliant documents such as Certificate of Incorporation (CI), Business Registration Certificate (BR), latest Annual Return (NAR1), Director's Register and Articles of Association; at the director's personal level, it is necessary to prepare a copy of ID card or passport (both front and back sides), Hong Kong and Macao Pass and valid endorsement to ensure that the documents are within the validity period.
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(2) |
Appointment for On-site Signature
Enterprises can entrust a Hong Kong licensed agency or directly contact a China Appointed Notary to handle the appointment for on-site signature. Since the implementation of the new regulations, the demand for on-site signatures has surged, and the appointment quota is tight recently. It is recommended that enterprises submit the appointment application at least 5-7 working days in advance to confirm the time and place of on-site signature (mainly concentrated in the notary's office in Central, Hong Kong), to avoid delaying business progress due to appointment delays.
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(3) |
On-site Signature (Core Link)
The director himself must go to the Hong Kong on-site signature site on the appointed time and carry the following original materials: ID card or passport (for on-site verification of consistency between person and certificate), Hong Kong and Macao Pass, and company seal (either small round seal or long strip seal is acceptable). During the on-site signature process, the director must personally sign the relevant documents and affix the company seal in the presence of the appointed notary. The notary will conduct on-site verification of the authenticity of the director's identity and signature behavior, complete photo records simultaneously, and issue the notarization document after confirmation.
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(4) |
China Legal Service Transmission (Necessary Link for Mainland Use)
After the notarization document is issued, it needs to be submitted to China Legal Service for review. After passing the review, the special transmission seal of China Legal Service will be affixed to complete the legal effect process in the mainland. This link takes about 1-2 working days in total. It should be specially noted that Hong Kong company notarization documents used in the mainland must complete the China Legal Service transmission process; otherwise, they will not have legal effect and cannot be used in relevant domestic departments.
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(5) |
Document Collection
After completing the China Legal Service transmission, the enterprise can entrust an agency to collect the notarization document on its behalf and then send it back to the mainland. The director does not need to go to Hong Kong for the second time, which reduces the enterprise's time and labor costs.
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Disclaimer All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage. |
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