Changing the registered office of a Hong Kong company

Changing the Registered Office of a Hong Kong Company

A Hong Kong company’s registered office change is a straightforward statutory filing. One form, filed with the Companies Registry, updates the official address for service of process and the place where statutory records are kept. The change takes effect on the date the Registrar registers the notice, not when the company moves.

Hong Kong Company Registered Office Address Change

A Hong Kong company must always maintain a registered office in Hong Kong. The address must be a physical location; a post office box is not acceptable. All official communications from the Companies Registry and the Inland Revenue Department are sent here. Writs and statutory demands may be served at this address.

Before filing, confirm the new address is a physical Hong Kong location. The company secretary must verify the new premises can hold the company’s statutory records. The register of members and other registers required under the Companies Ordinance (Cap. 622) must be kept at the registered office or at another location notified to the Registrar.

Form NR1 Hong Kong

Form NR1 notifies the Companies Registry of a registered office address change. It requires the company name, company registration number, the old address, and the new address. A director, the company secretary, or an authorised solicitor must sign the form.

There is no fee to file Form NR1. File it within 28 days of the change taking effect. Missing this deadline is an offence for the company and every responsible officer, each liable to a fine. The Registrar will accept a late filing with an explanation. File promptly.

Update Registered Office Hong Kong

Updating the address with the Companies Registry is only the first step. The company must also update its business registration certificate with the Inland Revenue Department. The Business Registration Ordinance requires notifying the Commissioner of Inland Revenue of a business address change within one month. Submit Form IRBR200 (Notice of Change of Business or Registration Particulars) to the Business Registration Office.

The company secretary must update internal records, including the register of members and any other registers noting the registered office address. The Companies Registry record is the official public record, but the company’s own books must reflect the current address for audit and compliance.

Companies Registry Registered Office Change

The Companies Registry processes Form NR1 and updates the public register. Once registered, the new address appears on the Companies Registry’s online search system. Creditors, suppliers, and government departments use this address to contact the company. The Registrar issues a notice of change to the company. This notice is not a certificate; it is confirmation the filing was processed. Keep it with the statutory records.

What the Registered Office Address Must Be

The registered office must be a physical location in Hong Kong. It can be a commercial office, a serviced office, a co-working space, or a residential address if the owner permits business use. It cannot be a post office box or a mail-forwarding service without a physical presence.

The address must be capable of receiving service of process during normal business hours. If the company uses a serviced or virtual office, the provider must have someone available to accept legal documents on the company’s behalf.

Effect of the Change on Statutory Records

The registered office is the default location for the company’s statutory records: the register of members, the register of directors and secretaries, and the register of charges. If the company keeps these records elsewhere, it must file Form NR2 (Notice of Location of Registers) with the Companies Registry.

When the registered office changes, review if the statutory records are moving with it. If the records remain at the old address, file a separate Form NR2 to notify the Registrar. This oversight is a common cause of non-compliance.

Relationship with the Business Registration Certificate

The business registration certificate shows the company’s business address. This address is often the same as the registered office but does not have to be. If the company operates from a different location, both addresses must be updated separately.

The Inland Revenue Department sends tax returns and other correspondence to the address on the business registration certificate. Updating the registered office with the Companies Registry but not the business registration certificate can cause missed tax correspondence. Coordinate both filings for consistency.

Practical Steps for the Company Secretary

Follow this sequence when changing the registered office:

1. Confirm the new address is a physical Hong Kong location.
2. Complete Form NR1 and have it signed by a director or the company secretary.
3. File Form NR1 with the Companies Registry within 28 days of the change.
4. Complete Form IRBR200 and submit it to the Business Registration Office within one month.
5. Update the company’s internal registers and records.
6. Notify the company’s bank, auditors, and any other parties that need the new address.

This is an administrative process. It does not require a board or member resolution unless the company’s articles of association state otherwise. Standard articles typically give directors the authority to change the registered office without a shareholder vote.