Form NAA3 for Notice of Alteration of Certain Articles by an Existing Hong Kong Company

Form NAA3 Notice of Alteration of Certain Articles Hong Kong

The Form NAA3 Notice of Alteration of Certain Articles Hong Kong is a specified form under the Companies Ordinance (Cap. 622) used by an existing company to notify the Companies Registry of changes made to specific provisions in its articles of association. Unlike the general-purpose Form NAA1, which covers any alteration to a company's articles, Form NAA3 is reserved for alterations that fall within a defined category of "specified articles" as set out in the Ordinance. An existing company must use Form NAA3 when altering these specified articles; it is distinct from Form NAA1 and requires a specific filing procedure.

NAA3 Form Hong Kong: Purpose and Scope

Under section 662 of the Companies Ordinance (Cap. 622), a company may alter its articles by special resolution. The Ordinance identifies certain articles that, if altered, require notification through Form NAA3 rather than the standard NAA1. These "specified articles" typically relate to provisions that affect the company's constitution in a manner the legislature considered sufficiently significant to warrant separate reporting.

Form NAA3 must be filed when an existing company alters articles concerning: - The company's name (if the articles contain a provision restricting name changes) - The company's objects or capacity - The rights attached to any class of shares - The variation of those rights - The reduction of share capital (where the articles contain relevant provisions) - Any other provision designated as a specified article by the Registrar

If the alteration does not involve these specified articles, the company should use Form NAA1. Filing the wrong form will result in rejection or a requirement to refile.

Alteration of Articles by Existing Company: When Form NAA3 Applies

The alteration of articles by an existing company is governed by Part 5 of the Companies Ordinance (Cap. 622). Form NAA3 applies specifically when the alteration affects provisions that the company's articles themselves designate as "specified articles" or when the alteration falls within a class prescribed by the Registrar.

Practical examples of when Form NAA3 is required include: - A company amends its articles to change the procedure for varying class rights - A company alters provisions relating to share capital reduction procedures - A company modifies articles that govern the appointment or removal of directors in a way that affects constitutional safeguards

In each case, the company must pass a special resolution with members' approval before filing Form NAA3. The board resolution authorising the alteration must be documented, and a certified true copy of the special resolution must accompany the form.

Form NAA3 Specific Use: Distinction From Form NAA1

The specific use of Form NAA3 is narrower than that of Form NAA1. While Form NAA1 is the general notification form for any alteration to a company's articles of association, Form NAA3 is reserved for alterations that the Companies Registry has identified as requiring additional scrutiny or specific documentation.

The key differences are: - Form NAA1: Used for any alteration to articles that does not involve specified articles. The company files the form together with a copy of the altered articles and the special resolution. - Form NAA3: Used exclusively for alterations to specified articles. The company must file the form, a certified true copy of the special resolution, and a statement confirming that the alteration complies with the company's constitution and the Ordinance.

If a company alters both specified and non-specified articles in the same special resolution, it must file both Form NAA3 (for the specified articles) and Form NAA1 (for the remaining alterations). The Companies Registry will not accept a single form covering both categories.

NAA3 Filing Guide: Step-by-Step Procedure

Follow these steps to submit Form NAA3 correctly.

Step 1: Pass the special resolution Convene a general meeting or obtain written members' approval to pass a special resolution approving the alteration. The resolution must be passed by at least 75% of the votes cast by members entitled to vote.

Step 2: Prepare the documentation - Complete Form NAA3 in duplicate (one copy for the Companies Registry, one for the company's records) - Obtain a certified true copy of the special resolution - Prepare a copy of the altered articles showing the changes (if the alteration affects the text of the articles themselves) - Ensure the form is signed by a director, the company secretary, or an authorised person

Step 3: Pay the registration fee The registration fee for Form NAA3 is HK$295. The fee must be paid at the time of filing, either by cheque (payable to "Companies Registry") or through the e-Services portal.

Step 4: File the form File Form NAA3 through: - Paper filing: Deliver the completed form, supporting documents, and fee to the Companies Registry's office at Queensway Government Offices, 66 Queensway, Hong Kong. - Electronic filing: Submit through the e-Services portal at https://www.eregistry.gov.hk/. Electronic filing is generally faster and allows immediate payment.

Step 5: Await registration The Companies Registry will review the form and supporting documents. If everything is in order, the alteration will be registered, and the company will receive a confirmation notice. The alteration takes effect from the date of registration, unless the special resolution specifies a later date.

Companies Registry Requirements for Form NAA3

The Companies Registry requires that Form NAA3 be accompanied by: - A certified true copy of the special resolution - A copy of the altered articles (if the alteration changes the text) - A statement confirming that the alteration does not contravene the Ordinance or the company's constitution - The appropriate registration fee

The form must be filed within 15 days after the passing of the special resolution. Late filing may result in a higher registration fee or, in extreme cases, prosecution for non-compliance.

Registration Fee and Payment Methods

The registration fee for Form NAA3 is HK$295. This fee covers the cost of processing the notification and updating the company's public record. Payment can be made by: - Cheque (for paper filings) - Credit card or PPS (through the e-Services portal) - Bank transfer (for bulk filings)

If the form is filed late, the fee may increase. The Companies Registry publishes a fee schedule on its website, and companies should check the current rates before filing.

Members' Approval and Board Resolution

Before filing Form NAA3, the company must obtain members' approval through a special resolution. The board resolution authorising the alteration is an internal step that precedes the members' vote. The board resolution should: - Identify the specific articles to be altered - Explain the reasons for the alteration - Recommend the special resolution to members - Authorise the company secretary or director to file Form NAA3

The members' approval must be obtained at a general meeting or through a written resolution. The special resolution must be filed with the Companies Registry within 15 days of being passed.

Certified True Copy and Supporting Documents

A certified true copy of the special resolution must accompany Form NAA3. The certification must be made by a director, the company secretary, or a solicitor. The certified true copy should: - Bear a certification statement signed by the certifier - Include the date of certification - Be clearly marked as a true copy of the original resolution

If the alteration changes the text of the articles, a copy of the altered articles showing the changes (e.g., with tracked changes or a clean copy) should also be provided.

E-Services Portal Filing

The Companies Registry's e-Services portal allows companies to file Form NAA3 electronically. The portal accepts payment by credit card or PPS and provides immediate confirmation of receipt. Electronic filing is recommended for speed and convenience, but paper filing remains available.

To file electronically, the company must: - Register for an account on the e-Services portal - Complete the online version of Form NAA3 - Upload supporting documents (certified true copy of special resolution, altered articles) - Pay the registration fee - Submit the form

The portal will generate a receipt and a confirmation number. The company should retain these for its records.

Company Constitution and Compliance

Form NAA3 is part of the broader framework governing a company's constitution under Cap. 622. The company's articles of association, together with any alterations, form part of its constitution. Filing Form NAA3 ensures that the public record reflects the current constitutional position, which is important for third parties dealing with the company.

Failure to file Form NAA3 when required may result in: - The alteration being ineffective against third parties - A late filing fee - Potential prosecution for non-compliance

Companies should consult the Companies Registry's specified forms index at https://www.cr.gov.hk/en/forms/specified.htm for the latest version of Form NAA3 and any updates to the filing requirements.