Register a charge for a Hong Kong company: one-month deadline under Cap. 622

Register a Charge Hong Kong Company One Month Cap 622: Overview

Part 8 of the Companies Ordinance (Cap. 622) requires every Hong Kong company creating a charge over its assets to deliver prescribed particulars to the Companies Registry within one month. The duty applies regardless of the charge’s value. It makes no difference whether the charge secures a loan from a bank, a director or any other creditor. The company secretary manages the filing. This involves a statutory form that must be signed and submitted on time.

Miss the one-month window and the charge becomes void against any liquidator or creditor of the company. The lender loses its security. The debt becomes unsecured. The Companies Registry does not grant extensions.

Hong Kong Company Charge Registration Deadline

The one-month period runs from the date the charge is created, not the date it is executed. For a debenture or mortgage, the creation date is when the instrument is signed. Where the charge is created by an oral agreement, the date of creation is when the charge becomes effective between the parties. The company must deliver Form NM1, which lists the full particulars of the charge, to the Companies Registry within one month. If the one-month deadline falls on a Saturday, Sunday or public holiday, the next working day is the effective deadline.

Confirm the creation date from the charge document and calendar the due date immediately. Late filing is possible only if the court grants an extension under section 340. That requires a separate application and is not routine.

Cap 622 Charge Filing Form NM1

Form NM1 is the statutory form used to register a charge. Its full title is “Form NM1 - Particulars of a Charge Created by a Company Registered in Hong Kong.” The form requires:

• The company’s name and company registration number.
• The date of creation of the charge.
• A description of the charge (e.g., fixed charge over land, floating charge over book debts).
• The amount secured by the charge, if any.
• The name and address of the chargee (the person or entity entitled to the charge).
• Details of any property or undertakings subject to the charge.

The form must be signed by a director, the company secretary or an authorised representative of the chargee. If the charge is a floating charge on all or part of the company’s property or undertaking, the form must also state that fact.

Hong Kong Companies Registry Charge Particulars

The Companies Registry maintains a public register of charges for every Hong Kong company. Once Form NM1 is accepted, the registry issues a certificate of registration. The certificate confirms the charge has been registered and includes the date of registration and a unique charge number. Keep a copy of the certificate and the charge instrument at the company’s registered office or a prescribed place in Hong Kong.

The register of charges is open to public inspection. A creditor, a potential lender, or anyone conducting due diligence can search the registry to see whether a company has existing charges and what type they are. They can also check whether any charges have been satisfied or released. This transparency is a core purpose of the registration regime: it allows third parties to assess the company’s secured liabilities before extending credit.

Hong Kong Charge Registration Penalty

Failure to deliver Form NM1 within one month has serious consequences. The charge becomes void against a liquidator of the company or any creditor of the company. If the company goes into liquidation after the deadline, the secured creditor loses its priority. It ranks as an unsecured creditor alongside trade suppliers and other unsecured claimants. The debt itself is not cancelled. The security is lost.

There is no fixed monetary penalty for late filing of a charge under Cap. 622, unlike the late filing of an annual return. The penalty is the legal consequence of voidness. However, the company and its officers may also be liable for a default fine under section 338(1). The maximum fine is HK$150,000. A daily default fine of HK$2,000 may apply if the default continues. The company secretary and directors who authorised the delay may each be liable.

E-Filing and the Electronic Submission Option

The Companies Registry accepts Form NM1 through its e-filing system, the Integrated Companies Registry Information System (ICRIS). E-filing is available 24 hours a day, seven days a week, and provides immediate acknowledgement of receipt. The fee for filing Form NM1 electronically is the same as the paper filing fee. E-filing reduces the risk of postal delays and allows the company secretary to submit the form on the last day of the one-month window if necessary.

To use e-filing, the company must register for an account with the Companies Registry or use a service provider that has one. The company secretary or an authorised person must digitally sign the form using a recognised certificate. The registry processes electronic filings faster than paper ones. The certificate of registration is issued electronically.

Form NM2: Satisfaction of Charge

When a charge is fully repaid or the secured obligation is otherwise discharged, file Form NM2 to record the satisfaction of the charge. Form NM2 is titled “Particulars of Satisfaction and Release of Charge.” It must be delivered to the Companies Registry within one month of the date of satisfaction. The form requires details of the charge, the date of satisfaction, and a statement that the debt has been paid or the property released. A copy of the release or discharge document may also be required.

Filing Form NM2 removes the charge from the company’s register of charges. That matters for the company’s credit profile. A lender reviewing the register will see only active charges; satisfied charges are removed from the public record. Track all existing charges and file Form NM2 promptly after repayment.

Types of Registrable Charges

Not every security interest must be registered. The Companies Ordinance (Cap. 622) prescribes a list of charges that are registrable. These include:

• A charge on land or any interest in land.
• A charge on book debts of the company.
• A floating charge on the whole or part of the company’s property or undertaking.
• A charge on uncalled share capital.
• A charge on goodwill or on any intellectual property.
• A charge on a ship or aircraft.

A debenture that grants a fixed charge over specific assets and a floating charge over the remainder is registrable in full. A mortgage over a property is also registrable. If the charge is not on the prescribed list, it does not need to be registered under Cap. 622. The company may still choose to register it for transparency.

Priority Between Charges

The date of registration determines priority between competing charges. Under section 339(1) of the Companies Ordinance, a charge that is registered first has priority over a later-registered charge, even if the later charge was created earlier in time. This rule applies only if the later charge was created after the first charge was created. It does not affect any other contractual priority arrangement agreed between the chargees.

Priority is a practical concern when a company borrows from multiple lenders. Register each charge promptly. Doing so protects the lender’s position and ensures the company can continue to borrow. A charge registered late may be void. The lender loses priority to other secured creditors.

Role of the Company Secretary

The company secretary is responsible for the charge registration process. This includes:

• Obtaining the charge instrument and confirming the creation date.
• Completing Form NM1 and obtaining the necessary signatures.
• Delivering the form to the Companies Registry within one month.
• Arranging e-filing if needed.
• Keeping a copy of the certificate of registration at the registered office.
• Filing Form NM2 when the charge is satisfied.
• Updating the company’s internal register of charges.

Directors are also liable for default. In practice the company secretary manages the filing because it is a routine compliance task. If the company secretary is outsourced, the engagement letter should confirm that charge registration falls within the scope of services.

Practical Steps for Compliance

To ensure the one-month deadline is not missed:

1. Maintain a charge register at the registered office that lists every charge created, its date of creation, the amount secured and the due date for registration.
2. Instruct the lender or solicitor to provide the charge instrument as soon as it is executed, not after the one-month period has started.
3. Complete Form NM1 and submit it within the first two weeks of the charge creation to build in a buffer.
4. Use e-filing to confirm the registration date and obtain the certificate quickly.
5. If a charge is satisfied, file Form NM2 within one month of satisfaction.

The Companies Registry website provides the current forms and fee schedules. Check the registered office address for correspondence from the registry after filing. The certificate of registration is sent to the registered office.