Can I change my company name after incorporation

Can I Change My Company Name After Incorporation?

Yes. A Hong Kong company name can be changed after incorporation. The procedure is set out in the Companies Ordinance (Cap. 622). Business owners often seek a change when their original name no longer suits their operations or brand direction.

The Hong Kong Company Name Change Process

The name change process involves three steps. First, directors must convene a meeting or circulate a written resolution to pass a special resolution of the members approving the new name. This resolution requires approval from at least 75% of members voting or signifying consent.

Second, the company files Form NNC2 with the Companies Registry. This is the specified form for notifying a change of company name. File it with the prescribed fee and a copy of the special resolution. The Companies Registry reviews the new name against the same criteria that apply at incorporation: it cannot be the same as an existing name, criminal, offensive, or imply a connection with the government without consent.

Third, upon approval, the Registry issues a Certificate of Change of Name. The effective date of the name change is the date on the certificate. Keep this certificate with the company's statutory records.

Alter Company Name Hong Kong: What the Law Requires

The power to alter the company name is governed by the Companies Ordinance. Your company's articles of association may contain additional restrictions, such as a higher vote threshold or the consent of a particular class of members. Check the articles before proceeding to confirm none of these restrictions apply.

The new name must be acceptable to the Registrar. Use the Companies Registry's online name search index to check availability before filing. A name too similar to an existing registration will be refused, even after a special resolution has been passed.

Form NNC2 Hong Kong: What to File

Form NNC2 is the specified form for a notice of change of company name. It requires the old name, the proposed new name, and a declaration that the special resolution has been duly passed. A director or the company secretary must sign the form.

You can deliver the form in paper or file it through the Companies Registry's e-Services portal. The Registry generally processes name change applications within a few working days, though processing times vary with workload.

Rename a Hong Kong Company: Post-Approval Steps

After receiving the Certificate of Change of Name, the company must update its records and notify other parties. The company secretary should arrange for the new name to appear on the company's seal (if one is used), business stationery, invoices, order forms, and the company's website.

The company must also obtain a new Business Registration Certificate from the Inland Revenue Department reflecting the new name. Apply for this online through the Business Tax Portal or in person at the .

The company's articles of association do not need to be amended to reflect the name change. The articles govern the internal management of the company and do not record the company name.

Notifying the Inland Revenue Department and the Annual Return

The change of name must be notified to the Inland Revenue Department. While the Companies Registry and the share certain information, update the Business Registration Certificate directly. Use the new name on all subsequent profits tax returns and correspondence with the IRD.

The new name will appear on the next annual return filed on Form NAR1. The annual return must show the company's current name, and the Companies Registry records will reflect the change from the effective date. The company's registered office and company secretary details remain unchanged by the name change.