A total of 76 forms, including 29 brand new forms, have been specified by the Registrar of Companies ("the Registrar") for use under the new Companies Ordinance (Cap. 622) ("the new CO") with effect from the commencement of the new CO on 3 March 2014. To facilitate smooth transition to the new forms, the old form numbers have been kept but a prefix 'N' has been added to all new or revised forms for easy identification.
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 Registrar may refuse to accept a document delivered for registration if the Registrar is of the opinion that the document is unsatisfactory.
Under section 35(5)(b) 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 under the new CO.
Major Filing Requirements of a Local Company
For local private companies, there is no change in the requirement relating to the filing of annual returns. The requirement is the same as that under the old Companies Ordinance (Cap. 32) ("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. However, 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change will not be accepted for registration under the new CO as sections 107(5) and (6) of the old Ordinance have been repealed upon commencement of the new CO.
For public companies and companies limited by guarantee, the requirement under the new CO is to deliver an annual return in respect of every financial year instead of in each calendar year. For a financial year of a company that begins on or after the commencement date of the new CO, the annual return of a public company or a company limited by guarantee should be prepared with reference to the "accounting reference period", which is the period by reference to which the company's annual financial statements are to be prepared. The return date for a public company is 6 months after the end of the company's accounting reference period and that for a guarantee company is 9 months after the end of the company's accounting reference period. The annual return 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.
Directors and Company Secretaries
Appointment, cessation of office (including resignation) and changes in particulars of directors or company secretaries should be reported to the Registrar in specified forms within 15 days instead of 14 days. Company secretaries who are individuals are only required to report their correspondence addresses to the Registrar instead of their usual residential addresses.
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.
A statement of capital is included in the specified forms (e.g. Form NSC1) which are required to be delivered for registration whenever there is a change in a company’s share capital, to ensure disclosure of up-to-date information of a company’s share capital.
In addition to the obligation to file a special resolution or an ordinary resolution (if expressly authorised by the articles) and a certified copy of the articles as altered, newly specified forms are introduced under the new CO for reporting alteration of a company’s articles:
Form NAA1 – Notice of Alteration of Company’s Articles;
Form NAA2 – Notice of Alteration of Company’s Objects;
Form NAA3 – Notice of Alteration of Certain Articles by Existing Company; and
Form NAA4 – Notice of Change of Company Status.
Charges and Release
Under the new CO, a certified true copy of the charge instrument (in addition to a Statement of Particulars of Charge – Form NM1) is required to be delivered to the Registrar for registration and made available for public inspection. Further, the statutory time period for delivery of the charge instrument and Form NM1 to the Registrar is shortened from five weeks to one month to reduce the period during which the charge is not visible on the Companies Register.
The new CO requires a certified true copy of the instrument evidencing the payment, satisfaction, release or cessation to be delivered for registration together with the Notification of Payment / Satisfaction of Debt, Release from Charge etc. (Form NM2). Both Form NM2 and the certified true copy of the instrument will be made available for public inspection.
Relevant Provisions of the new CO and the Forms to be used
Please see the outline of the major changes in filing requirements under the new CO below:
The filing obligations under the old Ordinance which have a continuing effect after the new CO commences are detailed in the respective Parts under Schedule 11 to the new CO.
New specified forms should be used with effect from the commencement of the new CO on 3 March 2014. However, the Registry would accept old forms which are specified under the old Ordinance for a period of three months from 3 March 2014, 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
Frequently Asked Questions