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Delivery of Documents in Hard Copy Form

Documents delivered in hard copy form and shareholders’ lists delivered in the form of CD-ROM or DVD-ROM (accompanying an Annual Return or a Return of Allotment in hard copy form) to the Registrar of Companies for registration should comply with the specified requirements. For details, please refer to the information pamphlet "Requirements for Documents Delivered in Hard Copy Form and Shareholders’ Lists Delivered in the Form of CD-ROM or DVD-ROM to the Registrar of Companies for Registration”.

 

Apart from delivery of documents in person at the Companies Registry, you can deliver documents by post to the Companies Registry at 14th Floor, Queensway Government Offices, 66 Queensway, Hong Kong or deposit documents in the Registry's Drop-in Box provided:

 
on the 14th Floor, Queensway Government Offices, 66 Queensway, Hong Kong
(during service hours on Monday to Friday)
near the Information Counter on the Deck Floor, High Block, Queensway Government Offices, 66 Queensway, Hong Kong
(outside service hours on Monday to Saturday except public holidays).
 

When you deliver documents to the Companies Registry by post, you should ensure that the Companies Registry has received it. Please note that under section 35(5) of the Companies Ordinance (Chapter 622), if a document is delivered by post, the document will not be regarded as having been delivered to the Registrar of Companies in satisfaction of the filing requirements of the Companies Ordinance if the document has not been received by the Registrar. Your obligation to deliver a document goes beyond an obligation simply to send or post the document to the Registrar.

 

Documents requiring fees must be delivered with the correct fees. Cheques should be crossed and issued in Hong Kong Dollars payable to "Companies Registry". For overseas payers, a bank draft in Hong Kong Dollars made payable to "Companies Registry" and drawn on a licensed bank in Hong Kong is required. Please do not send cash if the documents are delivered by post or through the Registry's Drop-in Box. Official receipts (for documents requiring fees) or acknowledgement slips (for documents not requiring fees) will be sent to the presentors / companies by post.

 

Document delivered by post must be covered by sufficient postage.

 

Documents delivered with insufficient fees will be considered as unsatisfactory documents under section 31 of the Companies Ordinance. The Companies Registry may refuse to accept the document and will not process it.

 

Deliver the same set of documents together. For example, Form NNC1 or NNC1G should be delivered together with the relevant copy of the company's articles of association.

 

Deliver only the originals of signed documents. Duplicate copies are not required.

 

Avoid stapling a document near the edge as the document may be torn when the staple is removed before document scanning.

 

Voluminous documents need not be bound (i.e. hard cover, card paper cover or backing, plastic coil binding, tape-binding on the side etc. are not required).

 

Avoid making any pencil remarks on documents as they would be captured in the document images on the public record.

 

Deliver specified forms in their complete format including all pages of inapplicable items (except the Notes for Completion and unused continuation sheets). These pages should also be completed by stating the company number and "NIL" or "N. A." in the first box for entering information.

 

Ensure that the pages of a specified form / document are in the correct order. Attach the continuation sheets, if used, at the end of the specified forms.

 

Ensure that the pages of documents such as articles of association are numbered correctly. Blank pages without page number should be removed or, where appropriate, indicated by a note e.g. "This page is left blank".

 

Avoid using dark colour for the cover page (for example, annual reports of public companies) or certifying a document at the top right corner as this will either overlap with or affect the visibility of the Companies Registry's electronic filing stamp.

 

Covering letter is not required unless it provides supplementary information to facilitate processing of documents by the Companies Registry.

 

State the particulars of the document presentor (for example, the presentor's name, address, telephone number, fax number, email address etc.) at the bottom left corner on the first page of a document.

 

Deliver the document for registration after the reported change took place. The Companies Registry will not accept a document or return which is delivered for registration before the effective date of the report change or the made up date of the return.

 

 

Preparation of documents / Completion of forms

 

General

Always keep an eye on your company's records and ensure that your company has delivered an annual return and other notices of changes in respect of the address of registered office, directors and company secretary, etc. to the Registrar of Companies for registration. You can conduct free document index searches and, if required, searches on the company's particulars at the Companies Registry's Cyber Search Centre or via the Company Search Mobile Service to ascertain whether the company's public record is up-to-date and accurate. You can also subscribe the 'e-Monitor' service at our e-Registry to keep an eye on the updating of information of your company on the public register and monitor unauthorised filings or alterations of information of your company in the Companies Register. Please notify the Registrar of Companies immediately either by email to crenq@cr.gov.hk or by fax to (852) 2596 0585 if you note that the particulars of your company are incorrect or have been changed as a result of mistakes in any registered documents or unauthorised filing of documents with the Companies Registry.

 
 

Documents delivered for registration can be completed either in English or Chinese, but not in both English and Chinese, with the exception of three types of documents, namely,

 
(i)Prospectuses of public companies;
(ii)Annual Reports of public companies;
(iii)Scheme of Arrangement annexed to a Special Resolution.
 

Documents completed partly in English and partly in Chinese will not be accepted. However, the proper names of persons may be completed in either English or Chinese. To avoid mis-matching in data entry, subsequent references to such proper names should be consistent with those originally reported in registered documents.

 

State the company name which is identical with the company name currently registered under the Companies Ordinance in any documents delivered for registration.

 

State the company number (if any) correctly on documents and on each page of the specified forms.

 

Use the latest version of specified forms provided in the 'Forms' - 'Specified Forms' section of this website.

 

Do not alter the position of the boxes in the specified forms as any deviation will affect data entry and the updating of the Companies Registry's database. This may also result in the forms being rejected.

 

"One-set" Documents

 

Certain documents are regarded as documents in the same set and are therefore expected to be prepared and delivered in the same languages. They are:

 
(1)

For change in charters / statutes or memorandum etc of registered non-Hong Kong companies

 (a)

Return of Change in the Charter, Statutes or Memorandum etc. of Registered Non-Hong Kong Company (Form NN5);

 (b)

Certified copy of the supporting documents.

 
 
(2)

For reduction of share capital cases:

 

Special Resolution, Court Order, Minute of Reduction and any annexure to these documents.

 
 
(3)

Relating to registration of charges

 (a)

Statement of Particulars of Charges (Form NM1 or Form NM8);

 (b)

Certified copy of instrument creating or evidencing charges;

 (c)

Court order for extension of time for registration of charge.

 
 
(4)

Relating to registration of release from charges

 (a)

Notification of Payment/Satisfaction of Debt, Release from Charge, etc. (Form NM2);

 (b)

Certified copy of instrument evidencing the payment, satisfaction, release or cessation.

 
 
(5)

Relating to receiver / manager

 (a)

Notice of Appointment of Receiver or Manager (Form NM5);

 (b)

Notice of Cessation of Appointment of Receiver or Manager (Form NM6);

 (c)

Receiver or Manager's Abstract of Receipts and Payments (Form NRC3).

 
 
(6)

Relating to mortgagee in possession

 (a)

Notice of Mortgagee Entering into Possession (Form NM3);

 (b)

Notice of Mortgagee Going out of Possession (Form NM4).

 

Articles of Association

A company's articles of association ("AA") must be printed in English or Chinese.

 

Alterations of AA of a company should be in the same language as the AA registered by the company upon incorporation in the Companies Registry, or in the same language of the AA subsequently adopted by the company by special resolution.

 

If it is subsequently decided after incorporation to change the language of the AA from English to Chinese, or vice versa, it is only necessary to pass an appropriately worded special resolution to this effect. The special resolution and a Form NAA1 together with a certified copy of the AA as altered should be delivered for registration.

 

Documents for Registration of Companies or Change of Name

Incorporation of a Local Limited Company (pdf format)
Change of Name of a Local Limited Company (pdf format)
   
   

Documents after Registration of Companies

State the names of director(s) and company secretary consistently in accordance with the names stated in their Hong Kong identity cards (if any) or in their passports in all the documents delivered to the Companies Registry for registration. For example, if the name "CHAN Tai Man" has been reported on the first appointment as director of your company, use the same name "CHAN Tai Man" whenever you report a change in his particulars. Do not state names such as "CHAN Tai Man Peter", "Peter CHAN" or "CHAN Tai Man 陳大文" in reporting subsequent changes in his particulars as the Companies Registry will not be able to find these other names in its database. The incompatible data may render the form reporting changes in the particulars of "CHAN Tai Man Peter", "Peter CHAN" or "CHAN Tai Man 陳大文" unsatisfactory and will not be accepted for registration.

 

For reporting the resignation of a director or an alternate director in Forms ND2A and ND4, please tick the "Yes" or "No" checkboxes to indicate whether that director or alternate director will continue to hold office as an alternate director or a director in the company after the date of cessation. This additional information is required to facilitate correct updating of the directors' database maintained by the Companies Registry.

 

For reporting an appointment of a director or an alternate director in Form ND2A, please tick the "Yes" or "No" checkboxes to indicate whether the director or alternate director is already an existing alternate director or a director in the company at the time of this appointment. This additional information is required to facilitate correct updating of the directors' database maintained by the Companies Registry.

 

For reporting a change of name of a director or company secretary who is a natural person, please state the new Chinese or English name in full as in the Hong Kong identity card or passport.

 

For reporting a change of name of a director or company secretary which is a body corporate, state the new company name in full (i.e. both English and Chinese names). For example, if the name of a director which is a body corporate has been changed by adding a new Chinese name or replacing an old Chinese name without any change in its English name, the existing English name should still be stated together with the new Chinese name in the box provided for the new name of the director.

 

For reporting a change of passport number, state both the passport number and the passport issuing country. The two fields are considered as one set of information.