How to change your Hong Kong company name: special resolution and Form NNC2

Overview of the Procedure

A Hong Kong company changing its name follows the statutory procedure in the Companies Ordinance (Cap. 622). The process has two main steps: pass a special resolution of the members, then file Form NNC2 with the Companies Registry. The name change takes effect only when the Registrar issues the Certificate of Change of Name. After that, update the Business Registration Certificate with the Inland Revenue Department.

Preliminary Steps: Company Name Search and Name Approval

Before convening a meeting or passing a resolution, check that the proposed name is available. The Companies Registry operates a public online search system. A name identical to one on the register will be rejected. The Registrar will also reject a name deemed too similar.

The Registrar can refuse a name that is offensive or would constitute a criminal offence. If the proposed name suggests government patronage or a regulated profession, the Registrar may require evidence of authorisation.

A company may reserve a name before filing. The reservation fee is HK$140 and the name is held for 60 days. This is optional but useful for securing a name while preparing the resolution and filing.

Special Resolution Change Company Name Hong Kong

Pass a special resolution of the members. Under section 107 of the Companies Ordinance (Cap. 622), a special resolution requires at least 75% of the votes cast by members entitled to vote. The company’s articles of association may set a higher threshold. The statutory minimum is 75%.

The resolution must state the new name. If the company has both an English name and a Chinese company name, specify both. The Chinese name must be in traditional Chinese characters. It is a separate name the Registrar will check independently, not a translation of the English name.

The resolution can be passed at a general meeting or by written resolution, provided the articles allow it. For a written resolution the same 75% threshold applies and must be signed by the members holding the requisite majority.

Form NNC2 Hong Kong: Filing the Notice of Change of Name

Once the special resolution is passed, file Form NNC2 with the Companies Registry within 15 days. A director, the company secretary or an authorised person must sign it.

The form requires the company’s existing name and registration number, the new name (English, Chinese or both), the date the special resolution was passed, and a declaration that the resolution was duly passed.

The filing fee for Form NNC2 is HK$295. If the form is filed late, more than 15 days after the resolution, a higher fee applies: HK$1,200 for a company limited by shares or HK$2,400 for a company limited by guarantee.

The Companies Registry checks the proposed name against the register. If the name is acceptable, the Registrar issues the Certificate of Change of Name.

Certificate of Change of Name Hong Kong

The Certificate of Change of Name is the official document confirming the change. It is issued by the Companies Registry and bears the company’s new name, its registration number and the date the change took effect.

The effective date is the date the Certificate is issued, not the date of the resolution. Until the Certificate is issued, the company must continue to use its old name on all documents, including contracts, invoices and cheques.

Keep the Certificate with the company’s statutory records. Update the company’s name on the register of members, the register of directors and the register of company secretaries. These registers are internal records and do not need to be filed with the Registry.

Updating the Business Registration Certificate

After the name change is registered with the Companies Registry, apply to the Inland Revenue Department to update the Business Registration Certificate. Submit Form IRC 3111A within one month of the change.

The fee for updating the Business Registration Certificate is HK$265, or HK$2,150 if the certificate is issued for three years. The Inland Revenue Department issues a new certificate showing the company’s new name.

Notify the Inland Revenue Department of the name change for tax purposes by writing to the assessor who handles the company’s tax return. Enclose a copy of the Certificate of Change of Name and the updated Business Registration Certificate.

Practical Considerations

• Bank accounts and contracts: Notify the company’s bank and all counterparties. Contracts entered into under the old name remain valid. Execute new contracts under the new name.
• Stationery and signage: Update letterhead, invoices, order forms and any public signage. The company’s registration number must still appear on all business correspondence.
• Domain names and trademarks: If the company operates a website or holds trademarks that include the old name, update or transfer these.
• Company seal: Replace any common seal with one bearing the new name.

Summary of the Procedure

Related Forms and Filings

The Companies Registry provides forms for other company changes. These include Form NR1 for a change of registered office address, Form ND2A for appointing or removing a director or company secretary, and Form NSC1 for a return of allotment of shares. Each form has its own filing fee and time limit. For a full list, refer to the Companies Registry website at cr.gov.hk.