Hong Kong
Shipowner Eligibility
In order for a ship to be registered in Hong Kong, it must be majority owned by one or more "qualified" persons, or operated under a demise charter by a corporation that is a "qualified person."
A "qualified person" is:
A resident of Hong Kong holding a valid Hong Kong identity card;
A body corporate incorporated in Hong Kong; or
An overseas company registered in Hong Kong under the Companies Ordinance, Part XI.
About the Flag
Hong Kong is a thriving port in Eastern Asia bordering the South China Sea and China. After 156 years of separation under British rule, Hong Kong was reunited with China on 1 July 1997. With the resumption of the exercise of sovereignty over Hong Kong, China has implemented the principle of 'one country, two systems' and fulfilled the promises of 'a high degree of autonomy' and 'Hong Kong people administering Hong Kong'. Under the Basic Law, the mini-constitution for the Hong Kong Special Administrative Region, the Central People's Government has granted Hong Kong a high degree of autonomy - a situation that is unparalleled anywhere else in the world. In addition to institutionalizing the 'high degree of autonomy', the Basic Law delineates the rights and obligations of the residents of Hong Kong and clearly prescribes the social, economic and political systems which are different from those of the Mainland China. It preserves for Hong Kong people their usual way of life; Hong Kong people continue to enjoy all their rights as before; the free and open economic system is maintained; a smooth democratic development is assured; and Hong Kong continues to enjoy a stable and peaceful society.
Hong Kong is one of the freest and most vibrant economies in the world. Free enterprise and free trade; prudent financial management and low taxation; the rule of law; an executive-led government; and an efficient civil service have all been part of Hong Kong's tradition. All these factors underlie Hong Kong's success and have been guaranteed in the Basic Law.
The autonomy of the Hong Kong Shipping Register is well enshrined in the Basic Law. It provides the constitutional rights and legal basis for Hong Kong to continue to maintain a shipping register and to issue related certificates under its own legislation under the name "Hong Kong, China." The Merchant Shipping (Registration) Ordinance governs vessel registration. The register is run by the Marine Department of the Hong Kong Special Administrative Region Government and is separate from the Chinese Register. One unique feature of the Hong Kong Register is the requirement to hoist two flags at the stern of a Hong Kong ship, that is, the national flag of the People's Republic of China and the regional flag of the Hong Kong Special Administrative Region.
A number of measures have been implemented since 1 April 1999 to make the Hong Kong Register even more competitive, user friendly and efficient. These measures are aimed to further improve the Register's quality at a reduced cost. The measures include reduction of fees; streamlining of procedures for ship registration, seafarers' licensing and employment and discharge of seafarers; and 365 days plus 24 hours services. In addition, a flag-state quality control (FSQC) system has been introduced to ensure highest safety standards and full compliance with international conventions by all Hong Kong registered ships in a cost-effective manner.
The proper flags to be flown on a Hong Kong registered ship are the national flag of the People's Republic of China directly above the regional flag of the Hong Kong Special Administrative Region.
Company Formation
Corporate formation in Hong Kong is governed by the provisions of the Companies Ordinance, Cap. 32 of the Laws of Hong Kong. To incorporate a limited company, the Memorandum and Articles of Association must be signed by a subscriber in the presence of a witness and it must be filed with the Registrar of Companies. There should be at least one subscriber taking up at least one share. In addition, a Statement of Compliance signed by a subscriber, or by a person named in the Articles of Association as a Director or Secretary of the company, must also be submitted to the Registrar of Companies. To form a new company limited by shares normally takes six working days. Ready-made companies are available for purchase from professional firms.
Companies may be incorporated with or without limited liability. A limited company can be limited by shares or guarantee. A registered office in Hong Kong is required. Directors need not be Hong Kong residents but the secretary must ordinarily reside in Hong Kong or the corporate secretary must have his/her registered office or place of business in Hong Kong. The secretary may be one of the directors, except that if the company has only one director, the secretary cannot be the sole director or a body corporate the sole director of which is the sole director of the company. Annual returns must be submitted to the Registrar of Companies and, except for private companies, financial statements, which must be audited, should be submitted together with the annual returns. One general meeting must be held annually as the annual general meeting of the company in addition to other extraordinary general meetings of shareholders.
The new Companies Ordinance (Chapter 622 of the Laws of Hong Kong) commenced operation on 3 March 2014. Please visit the thematic section New Companies Ordinance on the Companies Registry website for more details. Email enquiries can be directed to cr.nco@cr.gov.hk.
Taxation
Income derived from the international operation of Hong Kong registered ships are exempt from profits tax. This exemption does not apply to ships trading exclusively within Hong Kong waters or between Hong Kong and other Pearl River delta ports.
An agreement between Hong Kong and the United States has been enacted into the Double Taxation Relief (Income from Shipping Operations (United States of America) Order), Cap.112. By this agreement, income derived from international operation of ship by individuals who are residents of Hong Kong and corporations which are incorporated in Hong Kong or controlled or managed in Hong Kong is exempted from income tax by the Government of the United States and vice-versa.
To avoid double taxation on income between the Mainland China and the Hong Kong Special Administrative Region, the two Sides have signed a memorandum of understanding on double taxation arrangement. Revenue and profits from the operation of ships carried on by an enterprise of One Side on the Other Side is exempt from tax, which, in the case of the Mainland China, includes Business Tax. Revenue and profits derived from the participation in a pool, a joint business or an international operating agency is also exempt from tax.
In addition, double taxation relief agreements have been concluded with Belgium, China, Denmark, Norway, New Zealand, Netherlands, Singapore, Republic of Korea, Sri Lanka, United States, United Kingdom and Germany. Similar arrangements are currently under negotiation with several other major trading partners.
Registration and Documentation
Formal application must be made to the Registrar of Ships. Full registration should be applied for if all the required documents can be presented at the time of registration.
For full registration, the following original documents should be submitted:
• Application Form (Form RS/ A1 (Rev))
• Declaration of entitlement to own a ship registered in Hong Kong
• Corporate authorisation for signatories of application and declaration (Form of Authority)
• Builder's Certificate or Bill of Sale in favour of the owner as appropriate
• Certificate of Survey
• Certificate or evidence of deletion from previous registry (for change of flag)
• Certificate of Incorporation or Registration in Hong Kong of owner or owner's Hong Kong Identity Card
• Certificate or declaration of marking of a ship (Form RS/S1)
• Certified true copy of Certificate of Incorporation and Memorandum of Association of the representative person appointed in relation to the ship
• Confirmation of completion of statutory surveys
In some cases, an original of the ship's title document (e.g. a builder's certificate or a bill of sale) cannot be produced to the Registrar of Ships at the time of registration because the closing meeting takes place outside Hong Kong and it is not convenient to lodge this document with an overseas Economic and Trade Office of the Government of the Hong Kong SAR. Then, the new owners of the ship should go for provisional registration. Save for the ship's title document (which should be submitted in the form of a facsimile copy of the original accompanied by a Confirmation by Mortgagee if the ship is to be mortgaged), the same requirements for the full registration of a ship will apply to the provisional registration of the ship.
Save in the case of a Certificate of Registry relating to a ship under bareboat charter registration in Hong Kong, a Certificate of Registry has no expiry date. Upon a change of ownership of a ship, a new Certificate of Registry of the ship under her new name (if there is a name change) in the name of the new owners will be issued by the Registrar of Ships and this document replaces the previous Certificate of Registry of the ship which should be surrendered to the Shipping Registry for cancellation. A Certificate of Provisional Registry is valid for one month (unless extended subject to the entire discretion of the Registrar of Ships).
Bareboat Charter Registration
A ship on demise charter to a qualified person can be on full or provisional registration. However, no dual registration is allowed. The registration is valid for the period of the demise charter. Any change to the owner or demise charterer should be reported to the Registrar of Ships and when the new demise charterer is a qualified person, the ship can be re-registered.
The following forms should be submitted in their original to the Registrar:
• Application Form (Form RS/A1 (Rev))
• Declaration of entitlement to register a ship in Hong Kong by demise charterer
• Corporation authorisation of owner and charterer for signatories of application and declaration forms (Form of Authority)
• Consent of entitlement to register a ship in Hong Kong in the name of the demise charterer
• Builder's Certificate or Bill of Sale in favour of the owner
• Certificate of Survey
• Certificate or evidence of deletion from foreign registry (for change of flag)
• Certified true copy of Certificate of Incorporation of owner, where owner is a body corporate
• Certified true copy of the Certificate of Incorporation or Registration of demise charterer
• Certificate or declaration of marking of a ship (Form RS/S1)
• Certified true copy of the demise charterparty
• Certified true copy of the Certificate of Incorporation and Memorandum of Association of the representative person appointed in relation to the ship.
Vessel and Yacht Eligibility & Survey Requirements
There are no restrictions on the age or tonnage of a ship that may be registered. However, a ship registration may be declined if the Director of Marine considers that the ship has high safety or pollution risks. For cargo ships, all surveys and the issue of certificates are delegated to the following authorized classification societies:
• American Bureau of Shipping
• Bureau Veritas
• China Classification Society
• DNV
• Lloyd's Register of Shipping
• Korean Register of Shipping (KR)
• Nippon Kaiji Kyokai
• Registro Italiano Navale
For cargo ships joining the Hong Kong Shipping Register, the following drawings/plans/documents are required to be submitted for reference:
• General arrangement of ships
• Fire control plan
• Structural fire protection arrangements and construction
• Safety equipment arrangement
• Load line particulars relating to the conditions of assignment, including stability information and grain loading documents, if appropriate
• Prevention of oil pollution arrangement
• Safety radio installation arrangement
• Crew accommodation arrangement
The Director of Marine maintains the prerogative to issue exemptions to Hong Kong registered ships from the requirements of the Hong Kong Merchant Shipping (Safety) Regulations and the International Conventions, if required. The subsequent renewal of these exemption certificates may tie in with the renewal of the trading certificates issued by the authorised classification societies. The Director need not be consulted by the authorised classification societies on the renewal of such exemption certificates unless the conditions stated by the Director in the original issue cannot be fulfilled.
The Director of Marine remains the authority to issue Minimum Safe Manning Certificates and the Civil Liability Certificates.
The Hong Kong Shipping Register has implemented a unique Flag State Quality Control (FSQC) System to maintain the quality of cargo ships in the Register. Ships or management companies whose quality is found to be declining will be inspected/audited by Hong Kong SAR Government surveyors at no cost to shipowners. Any ship that is detained for serious deficiencies under Port State control inspections will be charged for any inspection/ audit to the ship or the management company which the Hong Kong Marine Department may consequently conduct.
For survey requirements of passenger ships, the Registrar of Ships should be consulted.
Crewing
There are no nationality or residence requirements for the officers or crews of Hong Kong registered ships. Minimum manning scales for Hong Kong registered ships are given in the Hong Kong Merchant Shipping Information Notes - http://www.mardep.gov.hk/en/msnote/msin.html.
STCW 95 Certificates of Competency issued by many countries will be recognized for the issue of full term Hong Kong Licences under STCW 95 provided that an undertaking has been made with the country concerned (http://www.mardep.gov.hk/en/msnotice/stcw_hke.html, for the list of countries), with a period of validity up to the expiry date of the original certificate being recognized.
As an interim arrangement prior to the completion of assessment by the Validation Panel, STCW 95 Certificates of Competency issued by certain countries will be accepted for the issue of short term Hong Kong Licence with a period of validity of 12 months, subject to an undertaking which has been made with the country concerned. The list of countries recognized for the issue of short term HK License may vary from time to time. Enquiry can be made to Seafarers' Certification Section for updated information.
Mortgages
The registration of a ship mortgage must be in a specified form (Form RS/M1) and be submitted to the Shipping Registry. It is a statutory mortgage and all the terms in relation to the security are separately recorded in a deed of covenants or other instrument. These instruments need not be filed with the mortgage at the Shipping Registry, but should in appropriate cases be filed at the Companies Registry. There are no nationality requirements for mortgagees, nor are they required to be "qualified persons." Any individual, joint mortgagees, or bodies corporate (domestic or foreign) may be entered into the Shipping Register as mortgagees. Notice of any trust will not be noted in the Register.
A mortgage is executed under seal and witnessed. Where two or more mortgages are registered with HKSR in respect of the same vessel, priority will be given in accordance with the order of registration of the mortgages irrespective of the date upon which they were made or executed.
The ship mortgage together with other instruments containing charges to secure the obligations of the mortgagor should be filed at the Companies Registry if the mortgagor is a company incorporated in Hong Kong or an overseas company which has a place of business in Hong Kong. Registration process with company registry should generally be effected within five weeks of creation of the charge, otherwise the security will be void against the liquidator and any creditor of the company.
To discharge a ship mortgage, a memorandum of discharge in specified form should be executed by each mortgagee and be lodged with the Registrar of Ships. In addition, either the mortgagor or the mortgagee may file a memorandum of satisfaction with the Companies Registry to register the discharge.
Under Section 47 of the Merchant Shipping (Registration) Ordinance, a mortgagee shall have absolute power to dispose of the vessel and to give effectual receipts in respect of the disposal, provided that if the person is a subsequent mortgagee, he shall not, except under the order of a court, dispose of the ship without the consent of every prior mortgagee. Further, a mortgagee who wants to dispose of the vessel shall not do so unless he has first given notice in writing to the Registrar of Ships of his intention to dispose of the vessel. However, the disposal of a vessel will not be invalidated because of the failure to notify the Registrar.
Contact
Hong Kong Shipping Registry
Registrar of Ships
Marine Department
3/F, Harbour Building
38 Pier Road
Hong Kong
Tel: (852) 2852 4387
Fax: (852) 2541 8842
Email: hksr@mardep.gov.hk
Website: www.mardep.gov.hk
Survey Information and Certificates
Senior Surveyor
Cargo Ships Safety Section
Marine Department
24/F, Harbour Building
Tel: (852) 2852 4510
Fax: (852) 2545 0556 or (852) 2544 9241
Certification and Licensing
Senior Surveyor - Seafarers' Certification Section
Marine Department
3/F Harbour Building
Tel: (852) 2852 4368
Fax: (852) 2541 6754
Email: sscrt@mardep.gov.hk
Mercantile Marine Office
Marine Department
3/F Harbour Building
Tel: (852) 2852 3063
Fax: (852) 2545 4669
Email: mmo_mdd@mardep.gov.hk
Companies Registry
Queensway Government Offices
66 Queensway
Hong Kong
Website: http://www.cr.gov.hk/en/home/index.htm
In addition to the Hong Kong office, registration services (including supply of forms, receipt and transmission of documents, are also available at various overseas Economic and Trade Offices of the Government of HKSAR.
Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW Convention 78
STCW-F Convention 95
SAR Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88
IMO Conventions
Status of Conventions Hong Kong
IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88 x
SOLAS Agreement 96
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72 x
CSC amendments 93
SFV Protocol 93
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95
SAR Convention 79 x
STP Agreement 71 x
Space STP Protocol 73 x
IMSO Convention 76 x
INMARSAT OA 76
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72 x
London Convention Protocol 96 x
INTERVENTION Convention 69 x
INTERVENTION Protocol 73 x
CLC Convention 69 d
CLC Protocol 76 d
CLC Protocol 92 x
FUND Protocol 76 d
FUND Protocol 92 x
FUND Protocol 2003
NUCLEAR Convention 71
PAL Convention 74 x
PAL Protocol 76 x
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76 x
LLMC Protocol 96 x
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96
HNS PROT 2010
OPRC/HNS 2000
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007
HONG KONG CONVENTION
x: Accession/ratification
d: Denunciation