CISG by jurisdiction

Status under the CISG:

Contracting State territory

Hong Kong, a Special Administrative Region (SAR) of the People's Republic of China, has without doubt been a CISG Contracting territory since 1 December 2022.

Prior to this date, Hong Kong's status under the CISG was uncertain (see in more detail below).

No reservations are in effect for Hong Kong. In particular, the Art. 95 CISG reservation in effect for the People's Republic of China does not extend to the Hong Kong SAR.

Further information:

Uncertainty regarding Hong Kong's status under the CISG between 1 July 1997 and 30 November 2022

Until 1 December 2022, the status of Hong Kong under the CISG was uncertain. The reasons for this uncertainty, briefly described, were as follows:

Prior to 1 December 2022 Hong Kong was not mentioned, and had never been mentioned, on the official list of CISG Contracting States kept and communicated to States by the Secretary-General of the United Nations in his role as depositary of the Sales Convention in accordance with Art. 89 CISG and Art. 77(1)(e) of the Vienna Convention on the Law Applicable to Treaties (1969).

Until 30 June 1997, Hong Kong had been a British Dependent Territory under the sovereignty of the United Kingdom, a CISG Non-Contracting State. On 1 July 1997, the sovereignty over Hong Kong was transferred to the People's Republic of China through the so-called "handover". Hong Kong became and has since been a Special Administrative Region (SAR) of the People's Republic of China. The People's Republic of China has been a CISG Contracting State already since 1988. The handover thus resulted in the territory of Hong Kong changing from being part of a CISG Non-Contracting State (UK) to a CISG Contracting State (China). The effects of this somewhat unusual process are not expressly addressed in the 1980 Sales Convention, resulting in uncertainty about Hong Kong's post-handover status under the CISG.

An important point of dispute resulted from the wording of Art. 93 CISG and this provision's applicability, if any, to the status of Hong Kong under the CISG: Art. 93(1) CISG authorizes each Contracting State that has two or more territorial units in which, according to its constitution, different systems of law are applicable in relation to the matters dealt with in this Convention to declare that the Convention is to extend to all its territorial units or only to one or more of them. Art. 31 of the Constitution of the People's Republic of China provides for the establishment of special administrative regions (like the Hong Kong SAR) that arguably qualify as "territorial units" in the sense of Art. 93(1) CISG. Furthermore, under the "one country, two systems" principle, the system of law applicable in the Hong Kong SAR relation to sales contracts is different from the system of law applicable in this regard in the PRC. Accordingly, the argument was made that Art. 93 CISG applied to the pre-2022 post-handover situation regarding Hong Kong. At the same time, the provision has clearly not been drafted with the scenario like the "handover" – a CISG Contracting State's post-accession extension by a territorial unit that did not form part of the State when it became a Contracting State – in mind.

The most significant difficulty raised by Art. 93 CISG's potential application to Hong Kong resulted from Art. 93(4) CISG. This provision reads:

If a Contracting State makes no declaration under paragraph (1) of this article, the Convention is to extend to all territorial units of that State.

Whenever Art. 93 CISG was considered applicable to post-1997 Hong Kong, Art. 93(4) CISG thus by law made the 1980 Sales Convention applicable to the Hong Kong SAR at that time, unless one reached the conclusion that the People's Republic of China had made a declaration to the Convention's depositary declaring that the CISG does not apply to Hong Kong. However, none of the declarations made by China in connection with the handover or later explicitly mentioned the CISG, and it was disputed whether any of the generic clauses in one of China's declarations to the UN Secretary-General could be construed as also referring to the CISG, or as constituting a declaration "equivalent to" the one envisaged by Art. 93(1) CISG.

Against this background, courts from a number of countries had to grapple with the question whether parties from Hong Kong were to be considered parties that had their place of business in a "Contracting State" for the purpose of Art. 1(1)(a) and (b) CISG, or not. Case law addressing this question was divided, both in outcome and in underlying reasoning. It has been summarized on a separate page:

Case law on the status of the Hong Kong SAR under the CISG (1997–2022)

On 4 May 2022, the People's Republic of China then made a declaration to the CISG's depositary providing that the Sales Convention would apply to Hong Kong from 1 December 2022 onwards, thereby removing the uncertainty that existed between 1997 and 2022. For purposes of the Convention's applicability in accordance with Art. 1(1)(a) or (b) CISG, parties with their place of business in the Hong Kong SAR are parties with a place of business in a CISG Contracting State when it comes to sales contracts concluded on or after 1 December 2022.

2020 Consultation on the Proposed Application of the CISG to the Hong Kong Special Administrative Region

In May 2019, the Hong Kong SAR's Department of Justice announced its intention to conduct a public consultation regarding the explicit extension of the 1980 Sales Convention to Hong Kong.

Legislative Council of the Hong Kong SAR, Panel on Administration of Justice and Legal Services, List of outstanding items for discussion (position as at 25 April 2019)

Department of Justice of the Hong Kong SAR, Paper briefing the Legislative Council Panel on Administration of Justice and Legal Services: "Consultation on the Proposed Application of the United Nations Convention on Contracts for the International Sale of Goods to the Hong Kong Special Administrative Region" (27 May 2019)

On 27 May 2019, the Legislative Council's Panel on Administration of Justice and Legal Services discussed the matter and concluded that it in general supported the approach of the proposed application of CISG.

Legislative Council of the Hong Kong SAR, Panel on Administration of Justice and Legal Services, Minutes of the meeting on 27 May 2019, LC Paper No. CB(4)1224/18-19, at III.

Between 2 March and 30 September 2020, the Hong Kong Department of Justice conducted a public consultation on the proposed application of CISG to the Hong Kong SAR. The consultation was commenced by issuing a comprehensive Consultation Paper, accompanied by a Press Release.

Department of Justice of Hong Kong, Consultation Paper: Proposed Application of The United Nations Convention on Contracts for the International Sale of Goods to the Hong Kong Special Administrative Region, 179 pp.

Press release

On 22 March 2021, the Legislative Council's Panel on Administration of Justice and Legal Services discussed the outcome of the public consulation.

Department of Justice of Hong Kong, Paper: Proposed Application of the United Nations Convention on Contracts for the International Sale of Goods to the Hong Kong Special Administrative Region (March 2021), CB(4)648/20-21(03), 49 pp. (informing the members of the Legislative Council about the outcome of the public consultation, including the full text of most responses to the consultation)

Legislative Council Secretariat, Updated background brief on the proposed application of the United Nations Convention on Contracts for the International Sale of Goods to the Hong Kong Special Administrative Region (16 March 2021), LC Paper No. CB(4)648/20-21(04), 7 pp.

2021 Sale of Goods (United Nations Convention) Ordinance

Taking into account the outcome of the public consultation, the Sale of Goods (United Nations Convention) Bill, which aimed to implement the CISG in the Hong Kong SAR, was introduced into the Legislative Council on 14 July 2021.

Sale of Goods (United Nations Convention) Bill

Legislative Council Brief: Sale of Goods (United Nations Convention) Bill, File Ref.: IL/ ITF/ 1/ 81

Press Release

The Bill was passed by the Legislative Council on 29 September 2021, enacting the Sale of Goods (United Nations Convention) Ordinance.

Sale of Goods (United Nations Convention) Ordinance, Ord. No. 30 of 2021

According to a notice by the Hong Kong Secretary for Justice published in the Gazette, the Ordinance came into operation on 1 December 2022.

Sale of Goods (United Nations Convention) Ordinance (Commencement) Notice, L.N. 160 of 2022