Form NNC1 explained for Hong Kong company incorporation

What Is Form NNC1 for Hong Kong Incorporation

Form NNC1 is the primary incorporation document filed with the Companies Registry to register a Hong Kong company limited by shares. It is the standard application form under the Companies Ordinance (Cap. 622) for creating a new private company with share capital. Submit the form with Form IRBR1, the notice to the and the prescribed incorporation fee.

Form NNC1 Hong Kong Incorporation

When incorporating a company limited by shares in Hong Kong, Form NNC1 captures all essential information about the proposed company. The Companies Registry will not issue a Certificate of Incorporation without a correctly completed and filed NNC1. Each proposed director must sign the form, or a person authorised in writing by the subscribers may sign on their behalf.

NNC1 Incorporation Form Contents

The NNC1 incorporation form requires the following information:

• Proposed company name (English, Chinese, or both)
• Company type (private or public company limited by shares)
• Principal business activity
• Address of the registered office in Hong Kong
• Particulars of each director (full name, residential address, identification details)
• Particulars of the company secretary (name, address, identification details)
• Details of each shareholder (subscriber), including the number of shares taken
• Statement of share capital, including the total number of issued shares
• Intended accounting reference date

Hong Kong Company Limited by Shares Form

Form NNC1 is designed specifically for a company limited by shares, the most common corporate structure for trading and investment in Hong Kong. For companies not limited by shares, such as companies limited by guarantee, use form NNC1G. The form confirms the company's liability is limited to the amount unpaid on its shares and that the company will have a share capital with no par value.

Companies Registry Form NNC1

The Companies Registry processes Form NNC1 through its e-Services portal or by paper filing. Alongside the form, you must submit:

• Form IRBR1 (Notice to )
• Form NNC3 (Consent to Act as First Director) for each proposed director
• A copy of the articles of association, or a statement that the company will adopt the model articles contained in the Companies Ordinance

Once approved, the Registrar issues a Certificate of Incorporation and the Inland Revenue Department issues a Business Registration Certificate. Electronic filing typically completes the process in several working days.

NNC1 and IRBR1

Form NNC1 and Form IRBR1 are filed together as a single application package. Form IRBR1 is the notice to the part of the Inland Revenue Department, and triggers the issue of the Business Registration Certificate. Incorporation is impossible without both forms. IRBR1 captures the business description, the proposed business commencement date, and the certificate duration (one-year or three-year option). The incorporation fees include the Companies Registry incorporation fee and the Business Registration Certificate fee, paid together at the time of filing.