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(For use from 27 December 2023) Revised Forms - Local company and registered non-Hong Kong company

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(For use from 27 December 2023)

  2. The Registrar of Companies issued the Companies Registry External Circular No. 2/2023 on 29 September 2023, announcing the revision of 117 specified forms and an administrative form for use starting from 27 December 2023.

    The revised specified forms and administrative form for use under the Companies Ordinance (Cap. 622) and Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), in MS Word format, can be downloaded in advance from this section.

A. Specified forms for use under the Companies Ordinance(Cap. 622)
  2. Amalgamation
    1.
    Form NAMA1
    Approved Amalgamation Proposal
    (For use from 27 December 2023)
    [Section 684(1)(a)]
     
    2.
    Form NAMA2
    Certificate on Solvency Statement by Directors of Amalgamating Company
    (For use from 27 December 2023)
    [Section 684(1)(b)]
     
    3.
    Form NAMA3
    Certificate of Approval of Amalgamation by Directors of Amalgamating Company
    (For use from 27 December 2023)
    [Section 684(1)(c)]
     
    4.
    Form NAMA4
    Notice of Appointment of Directors of Amalgamated Company
    (For use from 27 December 2023)
    [Section 684(1)(d)]
     
    5.
    Form NAMA5
    Certificate on Claims of Creditors by Directors of Amalgamated Company
    (For use from 27 December 2023)
    [Section 684(1)(e)]
     
    6.
    Form NAMA6
    Notice of Application to Court to Intervene in Amalgamation Proposal
    (For use from 27 December 2023)
    [Section 686(4)]
     
    Annual Return / Financial Statements
    7.
    Form NAR1
    Annual Return
    Details
    (For use from 27 December 2023)

    [Section 662]


    List of Code and Description of Business Nature

     [NAR1 Schedule 1 (for Non-Listed Company)]
     [NAR1 Schedule 2 (for Listed Company)]
    (Please do not deliver the Excel file in hard copy form)

    (If CD-ROM or DVD-ROM is delivered for submitting completed Schedule 1 or 2, particulars of member(s) must be provided in Excel file format specified by the Companies Registry.  If a CD-ROM or DVD-ROM is delivered, there is no need to attach Schedule 1 or Schedule 2 to this form.)


    Examples on how to complete Schedule 1 (Particulars of Member(s) of a Non-listed Company) and Schedule 2 (Particulars of Member(s) of a Listed Company) to Form NAR1

     
    8.
    Form NAC3
    Statement of Revision of Financial Statements
    (For use from 27 December 2023)
    [Section 449(3)]
     
    9.
    Form NAC4
    Notice of Alteration of Accounting Reference Date
    (For use from 27 December 2023)
    [Section 371(2)]
     
    Articles of Association / Members
    10.
    Form NAA1
    Notice of Alteration of Company's Articles
    (For use from 27 December 2023)
    [Section 88, 96]
     
    11.
    Form NAA2
    Notice of Alteration of Company's Objects
    (For use from 27 December 2023)
    [Section 89]
     
    12.
    Form NAA3
    Notice of Alteration of Certain Articles by Existing Company
    (For use from 27 December 2023)
    [Section 90]
     
    13.
    Form NAA4
    Notice of Change of Company Status
    (For use from 27 December 2023)
    [Section 94(2), 95(2)]
     
    14.
    Form NMEM1
    Notice of Increase in Number of Members of Company Limited by Guarantee
    Details
    (For use from 27 December 2023)
    [Section 114(1)]
     
    Auditors
    15.
    Form NA1
    Notice of Removal of Auditor
    (For use from 27 December 2023)
    [Section 419(4)]
     
    16.
    Form NA2
    Notification of Resignation of Auditor
    (For use from 27 December 2023)
    [Section 417(3)]
     
    Change of Company Name
    17.
    Form NNC2
    Notice of Change of Company Name
    HK$295
    (For use from 27 December 2023)
    [Section 107(2), 770(2)]
     
    18.
    Form NNC4
    Notice of Court Order Restraining Company from Use of Name
    (For use from 27 December 2023)
    [Section 108(2)]
     
    Deregistration
    19.
    Form NDR1
    Application for Deregistration of Private Company or Company Limited by Guarantee
    HK$420
    (For use from 27 December 2023)
    [Section 750]
     
    Directors and Company Secretary
    20.
    Form ND2A
    Notice of Change of Company Secretary and Director (Appointment╱Cessation)
    (For use from 27 December 2023)
    [Section 645(1), 645(4), 652(1), 652(2)]
     
    21.
    Form ND2B
    Notice of Change in Particulars of Company Secretary and Director
    (For use from 27 December 2023)
    [Section 645(4), 652(2)]
     
    22.
    Form ND4
    Notice of Resignation of Company Secretary and Director
    (For use from 27 December 2023)
    [Section 464(3), 477(3)]
     
    23.
    Form ND5
    Notice of Change of Reserve Director (Nomination╱Cessation)
    (For use from 27 December 2023)
    [Section 645(2), 645(3), 645(4)]

     
    24.
    Form ND7
    Notice of Change in Particulars of Reserve Director
    (For use from 27 December 2023)
    [Section 645(4)]
     
    25.
    Form ND8
    Notice of Resignation of Reserve Director
    (For use from 27 December 2023)
    [Section 464(3), 464(6)]
     
    Incorporation of Local Companies
    26.
    Form NNC1
    Incorporation Form (Company Limited by Shares)
    Details
    (For use from 27 December 2023)
    [Section 67(1)(b)]


    List of Code and Description of Business Nature

     
    27.
    Form NNC1G
    Incorporation Form (Company Not Limited by Shares)
    Details
    (For use from 27 December 2023)
    [Section 67(1)(b)]


    List of Code and Description of Business Nature

     
    28.
    Form NNC3
    Consent to Act as First Director
    (For use from 27 December 2023)
    [Section 74]
     
    Inspectors
    29.
    Form NIN1
    Notice of Appointment of Inspector
    (For use from 27 December 2023)
    [Section 842(1)]
     
    30.
    Form NIN2
    Notice of Delivery of Final Report by Inspector
    (For use from 27 December 2023)
    [Section 856(4)]
     
    31.
    Form NIN3
    Notice of Delivery of Interim Report by Inspector
    (For use from 27 December 2023)
    [Section 855(4)]
     
    Mortgage & Charges
    32.
    Form NM1
    Statement of Particulars of Charge
    HK$340
    (For use from 27 December 2023)
    [Section 335(1), 336(1), 338(2), 339(3), 340(2), 342(2)]
     
    33.
    Form NM2
    Notification of Payment╱Satisfaction of Debt, Release from Charge, etc.
    HK$190
    (For use from 27 December 2023)
    [Section 345]
     
    34.
    Form NM3
    Notice of Mortgagee Entering into Possession of Property
    HK$40
    (For use from 27 December 2023)
    [Section 349(1)]
     
    35.
    Form NM4
    Notice of Mortgagee Going out of Possession of Property
    (For use from 27 December 2023)
    [Section 350(3)]
     
    36.
    Form NM5
    Notice of Appointment of Receiver or Manager
    HK$40
    (For use from 27 December 2023)
    [Section 348(1)]
     
    37.
    Form NM6
    Notice of Cessation of Appointment of Receiver or Manager
    (For use from 27 December 2023)
    [Section 350(2)]
     
    38.
    Form NM7
    Notice of Change in Particulars of Receiver, Manager or Mortgagee in Possession of Property
    (For use from 27 December 2023)
    [Section 350(4)]
     
    39.
    Form NM8
    Statement of Particulars of Charge (For Debenture Forming Part of a Series)
    HK$340
    (For use from 27 December 2023)
    [Section 335(2), 336(2), 340(3)]
     
    40.
    Form NM9
    Statement of Particulars of Issue of Debentures of a Series
    (For use from 27 December 2023)
    [Section 341(2)]
     
    Registered Non-Hong Kong Companies
    41.
    Form NN1
    Application for Registration as Registered Non-Hong Kong Company
    HK$1,545 (if delivered in electronic form) / HK$1,720 (if delivered in hard copy form)
    (For use from 27 December 2023)
    [Section 776(4)]

     
    42.
    Form NN2
    Notification of Termination of Authorization of Authorized Representative of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 787]
     
    43.
    Form NN3
    Annual Return of Registered Non-Hong Kong Company
    Details
    (For use from 27 December 2023)
    [Section 788]

     
    44.
    Form NN5
    Return of Change in the Charter, Statutes or Memorandum etc. of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 791(1), 791(2)(a)]
     
    45.
    Form NN6
    Return of Change of Company Secretary and Director of Registered Non-Hong Kong Company (Appointment╱Cessation)
    (For use from 27 December 2023)
    [Section 791(1), 791(2)(b)]
     
    46.
    Form NN7
    Return of Change in Particulars of Company Secretary and Director of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 791(1), 791(2)(c)]
     
    47.
    Form NN8
    Return of Change of Authorized Representative of Registered Non-Hong Kong Company (Appointment╱Cessation)
    (For use from 27 December 2023)
    [Section 791(1), 791(2)(b)]
     
    48.
    Form NN8C
    Return of Change in Particulars of Authorized Representative of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 791(1), 791(2)(c)]
     
    49.
    Form NN9
    Return of Change of Address of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 791(1), 791(2)(d)]
     
    50.
    Form NN10
    Return of Alteration of Corporate Name of Registered Non-Hong Kong Company
    HK$1,425
    (For use from 27 December 2023)
    [Section 778(8)]

     
    51.
    Form NN11
    Notice of Commencement of Liquidation and Appointment╱Cessation and Change in Particulars of Liquidator╱Provisional Liquidator of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 793]
     
    52.
    Form NN12
    Return of Approved Name for Carrying on Business in Hong Kong by Registered Non-Hong Kong Company
    HK$1,425
    (For use from 27 December 2023)
    [Section 782(4), 785(4)]
     
    53.
    Form NN13
    Notice of Cessation of Place of Business in Hong Kong of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 794(1)]
     
    54.
    Form NN14
    Notice of Dissolution of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 795(1)]
     
    55.
    Form NN15
    Statement of Revision of Accounts of Registered Non-Hong Kong Company
    (For use from 27 December 2023)
    [Section 790(4)]
     
    Registered Offices and Location of Registers
    56.
    Form NR1
    Notice of Change of Address of Registered Office
    (For use from 27 December 2023)
    [Section 658(3)]
     
    57.
    Form NR2
    Notice of Location of Registers and Company Records
    (For use from 27 December 2023)
    [Section 309(2)&(3), 351(4)&(5), 354(1)&(2), 385(2)&(3), 471(4), 543(5), 619(2)&(3), 628(2)&(3), 641(4)&(5), 648(4)&(5), 653M(2)&(3), 653N(1)&(2)]
     
    58.
    Form NR3
    Notice Relating to Branch Register of Debenture Holders
    (For use from 27 December 2023)
    [Section 312, 315]
     
    59.
    Form NR4
    Notice Relating to Branch Register of Members
    (For use from 27 December 2023)
    [Section 636, 639]
     
    Registration of Eligible Companies
    60.
    Form NNC5
    Application for Registration of Eligible Company
    Details
    (For use from 27 December 2023)
    [Section 807(2)]


    List of Code and Description of Business Nature
     
    Re-Registration
    61.
    Form NU1
    Application for Re-registration as Company Limited by Shares
    HK$1,545 (if delivered in electronic form) / HK$1,720 (if delivered in hard copy form)
    (For use from 27 December 2023)
    [Section 131]
     
    Share Capital
    62.
    Form NSC1
    Return of Allotment
    (For use from 27 December 2023)
    [Section 142(1)]

     [NSC1 Schedule 2]
    (Please do not deliver the Excel file in hard copy form)

    (If CD-ROM or DVD-ROM is delivered for submitting completed Schedule 2, particulars of allottee(s) must be provided in Excel file format specified by the Companies Registry. If a CD-ROM or DVD-ROM is delivered, there is no need to attach Schedule 2 to this form.)


    Example on how to complete Schedule 2 to Form NSC1 where the shares are jointly held by 2 or more persons
     
    63.
    Form NSC2
    Return of Share Redemption or Buy-back
    (For use from 27 December 2023)
    [Section 270(1)]
     
    64.
    Form NSC3
    Notice of Application to Court for Cancellation of Special Resolution for Payment out of Capital
    (For use from 27 December 2023)
    [Section 263(4)]
     
    65.
    Form NSC6
    Notice of Permitted Share Commission
    (For use from 27 December 2023)
    [Section 148(2)(c)(i)]
     
    66.
    Form NSC9
    Notice of Application to Court for Restraining the Giving of Financial Assistance for Acquisition of Shares
    (For use from 27 December 2023)
    [Section 286(5)]
     
    67.
    Form NSC11
    Notice of Alteration of Share Capital
    (For use from 27 December 2023)
    [Section 171(1)]
     
    68.
    Form NSC13
    Notice of Redenomination of Share Capital
    (For use from 27 December 2023)
    [Section 173(1)]
     
    69.
    Form NSC14
    Notice of Reconversion of Stock into Shares
    (For use from 27 December 2023)
    [Section 175(1)]
     
    70.
    Form NSC15
    Notice of Variation of Rights Attached to Shares
    (For use from 27 December 2023)
    [Section 184(1)]
     
    71.
    Form NSC16
    Notice of Variation of Rights of a Class of Members (Company Without a Share Capital)
    (For use from 27 December 2023)
    [Section 192(1)]
     
    72.
    Form NSC17
    Solvency Statement
    (For use from 27 December 2023)
    [Section 216(1), 259(1)]
     
    73.
    Form NSC18
    Notice of Application to Court for Cancellation of Special Resolution for Reduction of Share Capital
    (For use from 27 December 2023)
    [Section 220(4)]
     
    74.
    Form NSC19
    Return of Reduction of Share Capital (by Special Resolution Supported by Solvency Statement)
    (For use from 27 December 2023)
    [Section 224, 225]
     
    75.
    Form NSC20
    Return of Reduction of Share Capital (Confirmed by Court)
    (For use from 27 December 2023)
    [Section 230]
     
    76.
    Form NDB1
    Return of Allotment of Debentures or Debenture Stock
    (For use from 27 December 2023)
    [Section 316(1)]
     
  4. Share Acquisition or Buy-back/Share Certificates
    77.
    Form NRE1*
    Notice to Minority Shareholders – Takeover (Right of Offeror to Buy out Minority Shareholders)
    (For use from 27 December 2023)
    [Section 694(1)(a)]
    Eng
    Chi
    78.
    Form NRE2*
    Notice to Minority Shareholders – Takeover (Right of Minority Shareholders to be Bought out by Offeror)
    (For use from 27 December 2023)
    [Section 702(1)(a)]
    Eng
    Chi
    79.
    Form NRE3*
    Notice to Minority Shareholders – General Offer for Share Buy-back (Right of Repurchasing Company to Buy out Minority Shareholders)
    (For use from 27 December 2023)
    [Section 713(1)(a)]
    Eng
    Chi
    80.
    Form NRE4*
    Notice to Minority Shareholders – General Offer for Share Buy-back (Right of Minority Shareholders to be Bought out by Repurchasing Company)
    (For use from 27 December 2023)
    [Section 720(1)(a)]
    Eng
    Chi
    81.
    Form NS1*
    Application for New Share Certificate
    (For use from 27 December 2023)
    [Section 163(1)]
    Eng
    Chi
    82.
    Form NS3*
    Notice of Intention to Issue New Share Certificate
    (For use from 27 December 2023)
    [Section 164(1)]
    Eng
    Chi
    83.
    Form NS4*
    Notice of Cancellation of Original Share Certificate and Issue of New Certificate
    (For use from 27 December 2023)
    [Section 166(1)]
    Eng
    Chi
B. Specified forms for use under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
  2. Receivership
    84.
    Form NRC2*
    Statement of Affairs
    (For use from 27 December 2023)
    [Section 300A(1)(b), 300B]
    Eng
    Chi
    85.
    Form NRC3
    Receiver or Manager’s Abstract of Receipts and Payments
    (For use from 27 December 2023)
    [Section 300A(2), 301(1)]
     
    Winding Up
    86.
    Form NW1
    Certificate of Solvency
    (For use from 27 December 2023)
    [Section 233(1)]
     
    87.
    Form NW2
    Statement of Voluntary Winding Up under Special Procedure in Case of Inability to Continue Business
    (For use from 27 December 2023)
    [Section 228A(1B)]
     
    88.
    Form NW3
    Notice of Appointment of Liquidator or Provisional Liquidator
    (For use from 27 December 2023)
    [Section 195(a), 228A(10), 253(1)(b)]
     
    89.
    Form NW4
    Notice of Change in Particulars of Liquidator or Provisional Liquidator
    (For use from 27 December 2023)
    [Section 228A(12), 253(3)]
     
    90.
    Form NW5
    Notice of Cessation to Act as Liquidator or Provisional Liquidator
    (For use from 27 December 2023)
    [Section 228A(11)(b), 253(2)(b)]
     
    91.
    Form NW6
    Certificate of Release of Liquidator
    (For use from 27 December 2023)
    [Section 226A(1)]
     
  4. Receivership
    92.
    Form NRC1*
    Notice to Company of Appointment of Receiver or Manager
    (For use from 27 December 2023)
    [Section 300A(1)(a), 300A(3)]
    Eng
    Chi
C. Administrative Form
  2. 93.
    Form AD
    Rectification of Typographical or Clerical Error in Registered Document
    (For use from 27 December 2023)
     
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