Filing Form NAA1 for a Notice of Alteration of Company Articles in Hong Kong

Form NAA1 Notice of Alteration of Articles Hong Kong

A company changing its articles of association must file Form NAA1 Notice of Alteration of Articles Hong Kong with the Companies Registry. Under the Companies Ordinance (Cap. 622), a company's constitution comprises its articles of association and any special resolutions passed. Any alteration to this governing document requires formal registration.

NAA1 Form Hong Kong

The Companies Registry prescribes Form NAA1 for notifying an alteration of a company's articles of association. The form code appears on the Companies Registry's specified forms index as "Form NAA1 - Notice of Alteration of Articles". It must be completed in English or Chinese and delivered to the Registrar of Companies within the required period after the alteration takes effect.

The form requires the company's name and company number, the date of the special resolution approving the alteration, and a brief description of the change. Attach a copy of the altered articles of association to the filing.

Alteration of Articles

An alteration of articles is any change to the provisions within a company's articles of association. Common alterations include changes to share rights, director powers, quorum requirements, dividend policies, or the addition of new classes of shares. The Companies Ordinance (Cap. 622) permits a company to alter its articles by special resolution, provided the alteration does not contravene the Ordinance or the company's memorandum of association.

The alteration takes effect on the date the special resolution is passed, unless the resolution specifies a later date. File Form NAA1 within 15 days after that effective date. Late filing risks a default fine and the alteration not being registered.

Change Articles of Association

To change articles of association, the board of directors must first propose the amendment. The board must convene a general meeting of members or, if permitted by the articles, pass a written resolution. The change requires a special resolution, meaning at least 75% of votes cast by members entitled to vote must be in favour.

Once the special resolution is passed, prepare the updated articles of association reflecting the alteration. Complete Form NAA1, attaching a certified true copy of the altered articles. A director or the company secretary must sign the certified true copy, confirming it is a true and accurate reproduction of the articles as altered.

Form NAA1 Filing Guide

The filing guide below outlines the key steps and requirements for submitting the notice to the Companies Registry.

The Companies Registry accepts filing through its e-Services portal at https://www.eregistry.gov.hk/ or by paper at the Registry's counter. Electronic filing is faster and the fee is lower.

Special Resolution and Members' Approval

Altering the articles of association requires a special resolution passed by the company's members. The meeting notice must state the intention to propose the resolution as a special resolution and include the text of the proposed alteration. Members must receive at least 14 days' notice for a general meeting, unless the articles allow for shorter notice.

After the special resolution is passed, file a copy of the resolution with the Companies Registry within 15 days using Form NAA1. The resolution must be recorded in the company's minute book and kept at the registered office.

Registration Fee and Submission Process

The registration fee for Form NAA1 is HK$295 for paper filing and HK$265 for electronic filing. This fee covers the registration of the notice and the altered articles. Payment can be made by cheque, cash, or electronic payment methods accepted by the Companies Registry.

To submit, deliver the completed Form NAA1 and the certified true copy of the altered articles to the Companies Registry. For paper filing, send the documents to the Registry's office at 14/F, Queensway Government Offices, 66 Queensway, Hong Kong. For electronic filing, upload the form and attachment through the e-Services portal.

Certified True Copy and Company Constitution

The certified true copy of the altered articles of association is a critical supporting document. A director or the company secretary must sign the certification, stating the copy is a true and accurate reproduction of the articles as altered. The certification must be dated and include the signatory's name and capacity.

The company constitution comprises the articles of association and any special resolutions passed. Once the alteration is registered, the Companies Registry updates its records to reflect the current governing document. The company must also ensure its own copy of the constitution at the registered office matches the registered version.

Companies Registry and E-Services Portal

The Companies Registry maintains the public register of company documents. Once registered, Form NAA1 and the altered articles become publicly available. Anyone can inspect the filed documents at the Registry or through its online search facilities.

The e-Services portal allows registered users to file Form NAA1 electronically, pay the registration fee online, and receive an acknowledgement of filing. The portal also provides access to the specified forms index, where the current version of Form NAA1 can be downloaded. The Registry recommends checking the index regularly, as forms are revised periodically.

For further details, refer to the Companies Registry's specified forms index at https://www.cr.gov.hk/en/forms/specified.htm and the e-Services portal at https://www.eregistry.gov.hk/.