Hong Kong Event-Driven Forms: ND2A, NR1, NSC1, NNC2 and Other Triggered Filings

Hong Kong Event-Driven Forms: ND2A, NR1, NSC1, NNC2 and More

Most Hong Kong company filings are not annual. A company changes its directors. It moves its registered office. It issues shares. It adopts a new name. Each event triggers a statutory obligation to notify the Companies Registry within a fixed deadline. These are hong kong event-driven forms, triggered by an event, not a calendar date.

Hong Kong Form ND2A Change of Director or Company Secretary

Appoint or remove a director or company secretary and you must file Form ND2A. The form requires the full name, address, and other particulars of the person appointed or removed, plus the date of the event.

The filing is due within 15 days from the appointment or cessation. There is no registration fee for on-time filing. Late delivery attracts a higher fee.

A director, company secretary, or person authorised by the company must sign the form. The Registry does not require a certified true copy of the board resolution, but keep one in the company's records.

Hong Kong Form NR1 Change of Registered Office

A company changing its registered office address notifies the Companies Registry using Form NR1. The form states the new address and the date of the change. File within 15 days. No registration fee applies for on-time delivery.

The company must also update its business registration with the Inland Revenue Department. That is a separate notification using the IRD's own procedure, not Form NR1.

Hong Kong Form NSC1 Return of Allotment

File Form NSC1 whenever the company allots shares. The form states the number and class of shares allotted, the amount paid or agreed to be paid, and the names of the allottees. The return is required whether the shares are issued for cash or non-cash consideration.

The deadline is one month from the date of allotment. The on-time registration fee is HK$105. Late delivery costs more. A director or company secretary must sign.

Hong Kong Form NNC2 Change of Company Name

A company that changes its name files Form NNC2 after the special resolution has been passed and the Registrar of Companies has approved the new name. The form confirms the change and the date it takes effect. File within 15 days of passing the special resolution. The registration fee is HK$295.

Notify the Inland Revenue Department of the name change for business registration purposes as a separate step.

Other Key Event-Driven Forms

Form ND2B reports a change in the particulars of a director or company secretary, such as a new residential address or a change of name. The deadline is 15 days from the change.

Form ND4 is the resignation notice for a director or company secretary. File within 15 days of the resignation. The company must also serve a copy of the resignation notice on the resigning officer.

Form ND5 covers the nomination or cessation of a reserve director, a person willing to act as a director if a vacancy arises. File within 15 days.

Form ND7 reports a change in the particulars of a reserve director. Deadline: 15 days.

Form ND8 is the resignation notice for a reserve director. Deadline: 15 days.

Form NR2 notifies the Companies Registry where the company's registers and records are kept, when that location is not the registered office. File within 15 days of the change.

Form NR3 relates to a branch register of debenture holders. File within 15 days of establishing or changing the register's location.

Form NR4 relates to a branch register of members. Deadline: 15 days.

Form NSC2 is filed when a company redeems or buys back its own shares. The deadline is one month from the date of redemption or buy-back.

Form NSC11 reports an alteration of share capital, such as a consolidation, subdivision, or cancellation of shares. File within 15 days of the alteration.

Form NM1 is a statement of particulars of a charge created by the company. File within one month of the creation of the charge.

Form NM2 notifies the Registry that a charge has been fully satisfied or released. Deadline: one month from the date of satisfaction or release.

Form NDR1 is the application for deregistration of a private company or a company limited by guarantee. The company must be dormant and have no outstanding liabilities before filing.

Summary Table of Event-Driven Forms

Filing Channels

File event-driven forms through the Companies Registry e-Services portal or on paper. Electronic filing is faster and the fee is the same. Deliver paper forms to the Companies Registry's office at Queensway, Hong Kong.

Always download the current version of the form from the Companies Registry website. A stale form will be rejected.

Scope

The forms above cover event-driven filings for local Hong Kong companies. Excluded from this reference:

• The full list of all Companies Registry specified forms.
• Inland Revenue Department forms such as BIR51, BIR56A, or IR56B.
• Incorporation forms NNC1, NNC1G, and NNC3.
• Annual return NAR1 and its deadlines and penalties.
• Forms for non-Hong Kong companies registered under Part 16 of the Companies Ordinance, such as NN1, NN3, NN6, and NN9.
• The procedure for filing each individual form in detail.