How do I change my company name in Hong Kong

How Do I Change My Company Name in Hong Kong

Changing your company name starts with a special resolution passed by the members. File Form NNC2 with the Companies Registry and the Registrar will issue a Certificate of Change of Name. The Companies Ordinance (Cap. 622) governs this process for any Hong Kong incorporated company adopting a new name.

Hong Kong Company Name Change Process

Members must first pass a special resolution approving the new name. This requires at least a 75% majority of voting members, or a higher threshold if your articles of association demand it. The resolution must state the proposed name exactly as it will appear on the register.

Once passed, file Form NNC2. Submit this Notice of Change of Company Name with a certified copy of the special resolution. The Registrar then checks the proposed name against the company name index. It must not be identical to an existing name, constitute a criminal offence, or be offensive.

Form NNC2 Company Name Change

Form NNC2 is the statutory notice to the Companies Registry of a name change. It requires the existing company name, the proposed new name, and confirmation of the passed special resolution. A director or the company secretary must sign the form.

Pay the filing fee at submission. File Form NNC2 electronically through the e-Services portal or submit a paper copy at the Companies Registry counter. The Registrar will examine the application and, if satisfied, issue a Certificate of Change of Name.

Certificate of Change of Name Hong Kong

The Registrar of Companies issues the Certificate of Change of Name as official confirmation. This certificate is conclusive evidence that the Companies Ordinance requirements have been met and that the name change is effective from the date stated.

Keep this certificate with your statutory records. It does not replace the original Certificate of Incorporation; both documents form part of the company's permanent records. You must also update your Business Registration Certificate with the Inland Revenue Department to match the new company name.

Special Resolution Company Name

The special resolution is the legal instrument authorising the name change. Members must pass it in accordance with the articles of association. For companies using model articles, the default requirement is a 75% majority of votes cast.

File the resolution with the Companies Registry within 15 days of it being passed, together with Form NNC2. A copy must also be kept at the company's registered office and entered into the minutes of the meeting or the written resolution record.

Name Approval Criteria

The Companies Registry will reject a name identical to one already on its index. Names are considered the same if they differ only in punctuation, capitalisation, or by using "and" instead of "&". The Registrar may also refuse an offensive name or one suggesting a government connection without proper consent.

A company can have an English name, a Chinese name, or both. If you use both, you must change both names together. The Registrar checks each name separately against the index.

Effect on Existing Documents

A name change does not alter the company's legal identity. The company remains the same legal entity with the same rights and obligations. Contracts and other documents executed in the former name stay valid and binding.

Update your articles of association, statutory registers, business stationery, invoices, and website. Notify your bank, suppliers, and customers. The registered office address and company secretary remain unchanged unless you update them separately.