Difference between NNC1 and NNC1G forms

What Is the Difference Between NNC1 and NNC1G

Form NNC1 incorporates a company limited by shares. Form NNC1G incorporates a company not limited by shares, such as a company limited by guarantee or an unlimited company. Both forms are filed with the Companies Registry together with Form IRBR1, the notice to the of the Inland Revenue Department.

NNC1 vs NNC1G Hong Kong

Choose between Form NNC1 and Form NNC1G based on the company's liability structure. Form NNC1 is the standard incorporation form for a private company limited by shares, the most common trading vehicle. Use Form NNC1G for any company without share capital or that does not limit members' liability by reference to shares. The Companies Registry issues a Certificate of Incorporation for both types, and the Inland Revenue Department issues the Business Registration Certificate at the same time.

Form NNC1G Purpose

Form NNC1G incorporates a company not limited by shares under the Companies Ordinance (Cap. 622). This includes companies limited by guarantee, which have no share capital and are typically used by non-profit organisations, clubs, and trade associations. It also covers unlimited companies, where members' liability is not capped. The form captures the company's name, registered office address, particulars of directors and the company secretary, and the articles of association. Unlike Form NNC1, there is no requirement to state share capital because the company has none.

Hong Kong Company Not Limited by Shares Form

A Hong Kong company not limited by shares must use Form NNC1G. This category covers two main entity types. A company limited by guarantee has members who guarantee a fixed amount in the event of winding up, but the company has no issued shares. An unlimited company has members with unlimited liability, and it may or may not have a share capital. Both types file Form NNC1G rather than Form NNC1. The form is accompanied by the company's articles of association, which must comply with the requirements of Cap. 622.

Companies Registry Incorporation Forms

The Companies Registry provides two principal incorporation forms for local companies. Form NNC1 is for a company limited by shares, and Form NNC1G is for a company not limited by shares. Both forms are submitted with Form IRBR1, which notifies the of the new company. The Registry also requires Form NNC3, the consent to act as first director. The incorporation fee and the Business Registration Certificate fee are paid together at the time of filing. The Registry processes the application and issues the Certificate of Incorporation, after which the company may commence business.

NNC1 and NNC1G Explained

Form NNC1 and Form NNC1G are the two incorporation forms prescribed by the Companies Registry for Hong Kong companies. Form NNC1 applies to a company limited by shares, where members' liability is limited to the amount unpaid on their shares. This is the standard structure for commercial businesses. Form NNC1G applies to a company limited by guarantee or an unlimited company, where the liability structure is different. Both forms require the same supporting documents, including the articles of association and the consent of the first director. The choice of form determines the company's liability framework from the date of incorporation.