Form NAA2 Notice of Alteration of Company Objects Hong Kong

Form NAA2 Notice of Alteration of Company Objects Hong Kong

A company alters its objects clause by special resolution. To make that change legally effective, it must deliver Form NAA2 to the Companies Registry. The objects clause sets out the business purposes for which the company is formed. Under the Companies Ordinance (Cap. 622), the alteration takes legal effect only after the Registrar registers the resolution and the accompanying Form NAA2.

NAA2 Form Hong Kong

Form NAA2 is the specified form under the Companies Ordinance (Cap. 622) that notifies the Registrar of Companies of an objects clause alteration. A director or the company secretary must sign the form. It must be accompanied by a certified true copy of the special resolution that approved the alteration. The Companies Registry will not register the alteration unless the form is correctly completed and the required fee is paid.

The form requires the company's name and registration number, the date of the special resolution, and a statement that the objects have been altered as set out in the resolution. The Registrar may reject the filing if the form is incomplete, unsigned, or if the attached resolution does not clearly show the amended objects.

Alteration of Objects Clause

Part 2 of the Companies Ordinance (Cap. 622) governs the alteration of an objects clause. Before the 2014 Ordinance rewrite, every company was required to have an objects clause. Companies incorporated after 2014 are not required to have one, but existing companies that still have one may alter it by special resolution.

The alteration must be for a proper purpose and not conflict with any other provision of the company's constitution. The special resolution must be passed by at least 75% of the votes cast by members entitled to vote. After the resolution passes, the company must deliver Form NAA2 to the Companies Registry within 15 days. Failure to file on time may result in a penalty and the alteration not being registered.

Change Company Objects

Directors must first propose the alteration to the members. The notice of general meeting must include the text of the special resolution, stating the new objects clause in full or deleting the existing clause entirely. After the members approve the resolution, the company must prepare Form NAA2 and a certified true copy of the resolution.

The change takes effect on the date the Registrar registers the resolution and Form NAA2. Until registration, the company's objects remain unchanged. Any transaction entered into between the passing of the resolution and its registration may still be subject to the old objects clause. File Form NAA2 as soon as possible after the meeting.

Form NAA2 Requirements

The Companies Registry's specified forms index sets out the Form NAA2 requirements. The form must be completed in English or Chinese, or both. The company must provide:

• The company's name and company registration number
• The date of the special resolution
• A statement that the objects have been altered
• The signature of a director or the company secretary
• A certified true copy of the special resolution

The form must be accompanied by the prescribed registration fee of HK$295. The fee is payable by cheque, bank draft, or through the e-Services portal for electronic filings. The Companies Registry does not accept cash.

For electronic filing, the form must be submitted as a PDF attachment with the required data fields completed. The system will calculate the fee automatically. Paper filings must be delivered to the Companies Registry's office at Queensway Government Offices.

Filing Procedure with the Companies Registry

The filing procedure for Form NAA2 is straightforward but must be followed precisely. First, the company must hold a general meeting and pass the special resolution. Record the resolution in the minutes and prepare a certified true copy. A director or the company secretary must sign the certified true copy, stating it is a true copy of the resolution passed.

Next, complete Form NAA2, available from the Companies Registry's specified forms index. A director or the company secretary must sign the form. If the company has no director or secretary, the form may be signed by a person authorised by the board.

Deliver the completed form and the certified true copy of the resolution to the Companies Registry within 15 days of the resolution being passed. The Registrar will examine the documents and, if satisfied, register the alteration. The company will receive a certificate of registration of the special resolution, which it should keep with its statutory records.

Supporting Documents and Fees

The only supporting document for Form NAA2 is the certified true copy of the special resolution. No other documents are required unless the alteration involves a change to the company's name or other constitutional provisions, which would require separate forms. The company should update its memorandum of association to reflect the new objects clause, but this is not filed with the Registrar.

The registration fee for Form NAA2 is HK$295. This fee is non-refundable even if the Registrar rejects the filing. For electronic filing, the fee is paid by credit card or through the e-Services portal account. Paper filers may pay by cheque payable to "Companies Registry" or by bank draft.

Electronic Filing via E-Services Portal

Companies can file Form NAA2 electronically through the Companies Registry's e-Services portal. The company must register for an account and have a digital certificate for authentication. Electronic filing is faster than paper filing and the system provides immediate confirmation of receipt.

When filing electronically, upload the completed Form NAA2 as a PDF and attach the certified true copy of the special resolution. The system validates the form and calculates the fee. Payment is made online. The Registrar processes electronic filings within the same timeframe as paper filings, but the company receives the certificate of registration electronically.

Consequences of Non-Compliance

If a company fails to file Form NAA2 within 15 days of passing the special resolution, the alteration is not registered and the company's objects remain unchanged. The company may also be liable for a penalty. The Companies Registry may refuse to register the alteration if the form is incomplete or if the resolution does not comply with the Companies Ordinance.

The Registrar will contact the company if there is a problem with the filing. Respond promptly to avoid further delay. If the Registrar rejects the filing, the company must resubmit the form with the necessary corrections. The 15-day deadline runs from the date of the resolution, not from the date of any rejection.

Relationship with the Company Constitution

Altering the objects clause affects the company's constitution. The memorandum of association, which contains the objects clause, must be updated to reflect the change. The company must keep an up-to-date copy of its memorandum and articles of association at its registered office for inspection by members and creditors.

Form NAA2 is not applicable if the company has no objects clause because it was incorporated after 2014. Companies incorporated before 2014 that have not already deleted their objects clause may do so by following the same procedure. The alteration may delete the objects clause entirely, leaving the company with no stated business purpose, which is permitted under the current Ordinance.