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Major Changes in Filing Requirements

(I) General

 
Q1.

What in particular should I pay attention to when I deliver a document to the Registrar of Companies (“the Registrar”) for registration under the new Companies Ordinance (Cap. 622) (“the new CO”)?

 
Q2.

Can the Registrar refuse to accept a document for registration under the new CO?

 
Q3.

What is an “unsatisfactory document”?

 
Q4.

What happens if my document delivered for registration is considered an unsatisfactory document?

 
Q5.

Are there any changes in the statutory periods for delivery of documents under the new CO?

 
Q6.

Are there any changes to the documents that are required to be delivered by my company to the Companies Registry under the new CO?

 

(II) Major Changes in Filing Requirements

(A) Specified Forms

 
Q7.

Have any new forms been specified for delivery of documents to the Registrar under the new CO?

 
Q8.

How can I obtain the new specified forms?

 
Q9.

Can I continue to use old forms for fulfilling the filing obligations under the new CO?

 
Q10.

How can I familiarise myself with the new forms?

 

(B) Company Formation

 
Q11.

Are there any major changes to the documents that are required for incorporation of a limited company?

 
Q12.

Must I use the new Incorporation Form to apply for incorporation of a limited company under the new CO?

 

(C) Annual Returns

 
Q13.

My company is a private company. Are there any changes in the requirement to deliver annual returns under the new CO?

 
Q14.

My company is a public company. Are there any changes in the requirement to deliver annual returns under the new CO?

 
Q15.

My company is a guarantee company. Are there any changes in the requirement to deliver annual returns under the new CO?

 
Q16.

Are there any changes in respect of the delivery of annual returns to the Registrar that I should be aware of?

 
Q17.

Can I continue to use a Certificate of no change if there are no changes in the particulars of my company since the last annual return?

 
Q18.

Are there any changes to the annual registration fees payable on delivery of the annual returns for registration under the new CO?

 

(D) Directors and Company Secretaries

 
Q19.

Are there any changes in the reporting requirements for directors and company secretaries under the new CO?

 
Q20.

For a company formed and registered before the commencement of the new CO on 3 March 2014 (“an existing company”), is it necessary for the company to report to the Registrar the correspondence address of an individual who acts as the company secretary on the commencement of the new CO?

 
Q21.

What should an existing company do if an existing individual company secretary would like to report a correspondence address in Hong Kong other than the address of the company’s registered office?

 
Q22.

After the commencement of the new CO, if an existing company has reported change of the address of its registered office, will the correspondence address of the individual who acts as the company secretary as recorded on the commencement of the new CO be updated by the Registrar automatically with the new reported address?

 

(E) Share Capital

 
Q23.

What are the major changes in the requirements to file documents relating to a company’s share capital under the new CO?

 
Q24.

Section 201(2)(d) provides that a statement of capital must for each class of shares state the specified information, including the particulars of class rights specified in section 201(3). If the company has only issued “ordinary shares”, i.e. the company’s share capital has not been divided into different classes, is it required to state such information?

 

(F) Constitution

 
Q25.

What are the major changes in respect of the documents that are required to be delivered for registration to notify the Registrar of an alteration of a company’s constitution under the new CO?

 

(G) Charges and Release

 
Q26.

What are the new filing requirements in respect of registration of charges?

 
Q27.

What are the new filing requirements in respect of registration of release?

 

(III) Amendment of Registered Documents

 
Q28.

Does the Registrar have the power to rectify errors in the Companies Register?

 
Q29.

How can a company apply to the Registrar for rectifying a typographical or clerical error contained in the information relating to the company on the Companies Register?

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(I) General

 
Q1.

What in particular should I pay attention to when I deliver a document to the Registrar of Companies (“the Registrar”) for registration under the new Companies Ordinance (Cap. 622) (“the new CO”)?

 
Answer:

Under section 35(5) of the new CO, if the Registrar has not received a document, the document is to be regarded as not having been delivered to the Registrar as required under the new CO.

 
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Q2.

Can the Registrar refuse to accept a document for registration under the new CO?

 
Answer:

Yes. If the Registrar is of the opinion that a document delivered for registration under an Ordinance is unsatisfactory, the Registrar may refuse to accept the document. Please refer to the answer to Q3 for examples of “unsatisfactory document”.

 
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Q3.

What is an “unsatisfactory document”?

 
Answer:

Section 31 of the new CO sets out the circumstances under which a document delivered to the Registrar for registration is considered as unsatisfactory. The notable examples include the circumstances where:

 

The document is not accompanied by the fee payable for the registration;

The document, or any signature on the document, is incomplete or incorrect; or is altered without proper authority;

The information contained in the document is internally inconsistent; or is inconsistent with other information on the Companies Register or other information contained in another document delivered to the Registrar.

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Q4.

What happens if my document delivered for registration is considered an unsatisfactory document?

 
Answer:

If the Registrar is of the opinion that a document delivered for registration is unsatisfactory, the Registrar may refuse to accept the document, or refuse to register the document and return the document to the person who delivered it for registration. The document is to be regarded as not having been delivered to the Registrar as required under the new CO.

 
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Q5.

Are there any changes in the statutory periods for delivery of documents under the new CO?

 
Answer:

Yes. Please refer to the relevant provisions on filing obligation under the new CO to ascertain the statutory period for delivery of individual document. However, one general principle of change is that the requirements under various provisions in the old Companies Ordinance (Cap. 32) (“the old Ordinance”), for the delivery of documents in 14 days are changed to 15 days across-the-board under the new CO to streamline filing requirements. For example, the period of 14 days prescribed for the delivery of the notice of change of address of registered office, notice of change in particulars of company secretary and director has been changed to 15 days.

 
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Q6.

Are there any changes to the documents that are required to be delivered by my company to the Companies Registry under the new CO?

 
Answer:

There are changes to the documents required to be delivered and in the filing requirements in respect of companies under the new CO. Please refer to the New Companies Ordinance – Outline of Major Changes in Filing Requirements for details.

 
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(II) Major Changes in Filing Requirements

(A) Specified Forms

 
Q7.

Have any new forms been specified for delivery of documents to the Registrar under the new CO?

 
Answer:

A total of 76 forms, including 29 brand new forms, have been specified by the Registrar for use with effect from the commencement of the new CO. Please refer to the New Companies Ordinance – Outline of Major Changes in Filing Requirements for details.

 
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Q8.

How can I obtain the new specified forms?

 
Answer:

The new set of specified forms for use under the new CO was published in the Gazette on 1 November 2013. You may download the specified forms free of charge from the ‘Forms’ - ‘Specified Forms’ section at the Companies Registry’s website. Hard copies of specified forms can also be purchased at the Information Counter of the Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong.

 
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Q9.

Can I continue to use old forms for fulfilling the filing obligations under the new CO?

 
Answer:

No. You should use the new forms which have been specified by the Registrar for use after the implementation of the new CO. However, as a transitional arrangement, the Companies Registry would continue to accept old forms which are specified under the old Ordinance for a period of three months from the commencement of the new CO, i.e. up to 2 June 2014, subject to the following exceptions:

(A)

The following new forms must be used with effect from the commencement of the new CO on 3 March 2014:

 
Form NNC1

Incorporation Form (Company Limited by Shares)

Form NNC1G

Incorporation Form (Company Not Limited by Shares)

Form NDR1

Application for Deregistration of Private Company or Company Limited by Guarantee

Form NN12

Return of Approved Name for Carrying on Business in Hong Kong by Registered Non-Hong Kong Company

Form NM2

Notification of Payment/Satisfaction of Debt, Release from Charge, etc.

 
(B)

The following new form must be used after eight weeks from the commencement of the new CO (i.e. from 28 April 2014 onwards):

Form NM1

Statement of Particulars of Charge

 
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Q10.

How can I familiarise myself with the new forms?

 
Answer:

Although a set of newly specified forms have been introduced, the new forms are designed with reference to the layout and format of the old specified forms as far as possible. To facilitate smooth transition to the new forms, the form numbers of old specified forms have been kept but a prefix ‘N’ has been added to all new or revised forms for easy identification.

 
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(B) Company Formation

 
Q11.

Are there any major changes to the documents that are required for incorporation of a limited company?

 
Answer:

Yes. With the abolition of the memorandum of association under the new CO, a company incorporated in Hong Kong is only required to have articles of association (“articles”). Most of the information previously contained in the memorandum of association will be set out in the articles. The mandatory provisions that a company is required to have in the articles are set out in sections 81 to 85 of the new CO. A copy of the articles of the company has to be delivered for registration together with its Incorporation Form. For details, please see Highlights on “Abolition of Memorandum of Association and Matters relating to Company Articles”.

 
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Q12.

Must I use the new Incorporation Form to apply for incorporation of a limited company under the new CO?

 
Answer:

Yes. You must submit the new Incorporation Form as the content of the form has been revised as a result of the abolition of par value of shares and the abolition of memorandum of association. Please see Highlights on “Abolition of Par Value of Shares” and Highlights on “Abolition of Memorandum of Association and Matters relating to Company Articles” for more details.

 
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(C) Annual Returns

 
Q13.

My company is a private company. Are there any changes in the requirement to deliver annual returns under the new CO?

 
Answer:

No. There is no change in the requirement to deliver annual returns of a local private company for registration. The requirement is the same as that under the old Ordinance. The annual return should be delivered for registration within 42 days after the anniversary of the date of the company’s incorporation pursuant to sections 662(1) and (2) of the new CO. Please also see Q16 and the Highlights on “Annual Returns of Local Companies”.

 
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Q14.

My company is a public company. Are there any changes in the requirement to deliver annual returns under the new CO?

 
Answer:

Yes. For a public company, the requirement under the new CO is to deliver an annual return in respect of every financial year instead of in each calendar year. The annual return of a public company is required to be delivered (together with certified true copies of the relevant financial statements, directors’ report and auditor’s report) within 42 days after the company’s return date, i.e. 6 months after the end of the company’s accounting reference period. The new requirements apply to the first financial year of the company that begins on or after the commencement date of the new CO and all subsequent financial years. Please also see Q16 and the Highlights on “Annual Returns of Local Companies”.

 
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Q15.

My company is a guarantee company. Are there any changes in the requirement to deliver annual returns under the new CO?

 
Answer:

Yes. For a guarantee company, the requirement under the new CO is to deliver an annual return in respect of every financial year instead of in each calendar year. The annual return of a guarantee company is required to be delivered (together with certified true copies of the relevant financial statements, directors’ report and auditor’s report) within 42 days after the company’s return date, i.e. 9 months after the end of the company’s accounting reference period. Further, an escalating scale of annual registration fee, which is the same as the one applicable to a private company, is introduced. The new requirements apply to the first financial year of the company that begins on or after the commencement date of the new CO and all subsequent financial years. Please also see Q16 and the Highlights on “Annual Returns of Local Companies”.

 
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Q16.

Are there any changes in respect of the delivery of annual returns to the Registrar that I should be aware of?

 
Answer:

Yes. Special attention should be paid to the delivery of annual returns by post. If an annual return is delivered by post, the annual return will not be regarded as having been delivered to the Registrar in satisfaction of the filing requirements if it has not been received by the Registrar within the prescribed time period. Substantially higher registration fees are payable for late delivery. Please see Q1 for the concept of “delivery” of documents and the Highlights on “Annual Returns of Local Companies”.

 
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Q17.

Can I continue to use a Certificate of no change if there are no changes in the particulars of my company since the last annual return?

 
Answer:

No. An Annual Return in the form of a certificate of no change will not be accepted for registration under the new CO as sections 107(5) and (6) of the old Ordinance have been repealed by the new CO.

 
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Q18.

Are there any changes to the annual registration fees payable on delivery of the annual returns for registration under the new CO?

 
Answer:

Yes. An escalating scale, which is the same as the one applicable to a private company, is introduced to the annual registration fee of an annual return of a guarantee company under the new CO. The annual registration fee of an annual return of a private company or a public company delivered for registration under the new CO will remain unchanged.

 
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(D) Directors and Company Secretaries

 
Q19.

Are there any changes in the reporting requirements for directors and company secretaries under the new CO?

 
Answer:

Appointment, cessation of office (including resignation) and change in particulars of directors or company secretaries should be reported to the Registrar in specified forms within 15 days pursuant to sections 645 and 652 of the new CO instead of 14 days under the old Ordinance.


Besides, company secretaries who are individuals are only required to report their correspondence addresses to the Registrar instead of their usual residential addresses.

 
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Q20.

For a company formed and registered before the commencement of the new CO on 3 March 2014 (“an existing company”), is it necessary for the company to report to the Registrar the correspondence address of an individual who acts as the company secretary on the commencement of the new CO?

 
Answer:

Pursuant to sections 27(3)(a), (6)(a) and (6)(b) of the new CO and the transitional arrangement under section 118(5) of Schedule 11 to the new CO, on the commencement of the new CO, the address of an existing company’s registered office is to be regarded as the correspondence address of the company secretary. Therefore, if the company secretary is content to have the address of the company’s registered office as his / her correspondence address, it is not necessary for the company to deliver to the Registrar a Form ND2B to report change of address of the company secretary.


The company secretary may, of course, report to the Registrar the correct correspondence address if the address of the registered office cannot serve as the secretary’s correspondence address. Please see Q21 below.

 
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Q21.

What should an existing company do if an existing individual company secretary would like to report a correspondence address in Hong Kong other than the address of the company’s registered office?

 
Answer:

If the company secretary wishes to use other address as his / her correspondence address, the company should deliver to the Registrar a Form ND2B to report a change of correspondence address of the company secretary pursuant to section 652(2) of the new CO.

 
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Q22.

After the commencement of the new CO, if an existing company has reported change of the address of its registered office, will the correspondence address of the individual who acts as the company secretary as recorded on the commencement of the new CO be updated by the Registrar automatically with the new reported address?

 
Answer:

Yes, the correspondence address will be updated automatically in such circumstances, provided that on or after the commencement of the new CO, a change of correspondence address of the relevant company secretary vide Form ND2B has not been delivered for registration.

 
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(E) Share Capital

 
Q23.

What are the major changes in the requirements to file documents relating to a company’s share capital under the new CO?

 
Answer:

Following the migration to no par under the new CO, the concept of authorised capital has been abolished. The requirements to report authorised share capital and its increase in specified forms have been removed. Please see Highlights on “Abolition of Par Value of Shares” for more information.


A Statement of Capital is included in a return or notice for reporting up-to-date information of a company’s share capital. Examples of these returns or notices include Return of Allotment, Notice of Alteration of Share Capital etc.


A number of newly specified forms, e.g. Notice of Redenomination of Share Capital and Notice of Variation of Rights Attached to Shares, are also introduced for giving notice to the Registrar on alteration of a company’s share capital. Please see New Companies Ordinance – Outline of Major Changes in Filing Requirements.

 
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Q24.

Section 201(2)(d) provides that a statement of capital must for each class of shares state the specified information, including the particulars of class rights specified in section 201(3). If the company has only issued “ordinary shares”, i.e. the company’s share capital has not been divided into different classes, is it required to state such information?

 
Answer:

No. The company is not required to state the information specified in section 201(2)(d) in the statement of capital if the share capital is not divided into different classes of shares.

 
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(F) Constitution

 
Q25.

What are the major changes in respect of the documents that are required to be delivered for registration to notify the Registrar of an alteration of a company’s constitution under the new CO?

 
Answer:

In addition to the obligation to file a special resolution or an ordinary resolution (if expressly authorized by the articles) and a certified copy of the articles as altered, a newly specified form - Notice of Alteration of Company’s Articles (Form NAA1) has to be filed for reporting alteration of a company’s constitution. There are also other new forms which are introduced under the new CO for reporting alteration of a company’s articles, e.g. Notice of Change of Company Status (Form NAA4). In addition, there is a new requirement to deliver a court order which alters a resolution varying the articles pursuant to sections 622(1)(k) and (2). For details, please see New Companies Ordinance – Outline of Major Changes in Filing Requirements.

 
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(G) Charges and Release

 
Q26.

What are the new filing requirements in respect of registration of charges?

 
Answer:

Under the new CO, a certified true copy of the charge instrument (in addition to a statement of the particulars of the charge (Form NM1)) is required to be delivered to the Registrar for registration and made available for public inspection. Certified copies of instruments will not be returned to presentors after registration. Further, the statutory time for delivery of the charge instrument and the statement of the particulars of the charge to the Registrar is shortened from five weeks to one month after the date on which the specified charge is created to reduce the period during which the charge is not visible on the Companies Register. Please see Highlights on “Registration of Charges and their Discharge” for more information.

 
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Q27.

What are the new filing requirements in respect of registration of release?

 
Answer:

The new CO requires a certified true copy of the instrument evidencing the payment, satisfaction, release or cessation to be delivered for registration and made available for public inspection in addition to the specified form for giving notification of payment / satisfaction of debt, release from charge, etc. (Form NM2). Please see Highlights on “Registration of Charges and their Discharge” for more information.

 
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(III) Amendment of Registered Documents

 
Q28.

Does the Registrar have the power to rectify errors in the Companies Register?

 
Answer:

Yes. Section 41(2) of the new CO expressly gives the Registrar powers to rectify a typographical or clerical error contained in any information relating to a company on the Companies Register on application by the company.

 
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Q29.

How can a company apply to the Registrar for rectifying a typographical or clerical error contained in the information relating to the company on the Companies Register?

 
Answer:

A company can continue to deliver an amended document for rectifying typographical or clerical error contained in the information relating to the company on the Companies Register.

 
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Note
 
 

Please also see FAQs – Local Limited Companies

 

Incorporation

Annual Returns

Documents relating to Directors / Company Secretary

Documents relating to Share Capital / Shares

Registration of Charges and Their Discharge

 
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