Form NAMA3 Certificate of Approval of Amalgamation by Hong Kong Directors
Understanding Form NAMA3 for certifying directors' approval of a company amalgamation in Hong Kong.
NAMA3 at a glance
- Official title
- Certificate of Approval of Amalgamation by Directors of Amalgamating Company
- Issued by
- Companies Registry
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form NAMA3 Certificate of Approval by Directors Hong Kong
Form NAMA3 is the statutory document filed with the Companies Registry to certify the board of directors of each amalgamating company has formally approved the amalgamation proposal. It is a mandatory component of the amalgamation filing package under the Companies Ordinance (Cap. 622). The Companies Registry will not register the amalgamation without a duly completed and signed Form NAMA3.
What Is the Function of Form NAMA3?
Form NAMA3 certifies the directors of each company involved in the amalgamation passed the requisite resolutions approving it. This is not the resolution itself but a certificate confirming the resolution was passed in compliance with the company's articles of association and the Companies Ordinance. The form must be signed by at least two directors of each amalgamating company, or by every director if there are fewer than two.
The certificate confirms the board meeting was properly convened, a quorum was present, and the resolution was carried by the required majority. The Companies Registry uses this form to verify the amalgamation has the necessary internal approvals before proceeding with registration.
Understanding the NAMA3 Form Hong Kong
The NAMA3 form is a prescribed specified form under Part 7 of the Companies Ordinance. It is one of several forms required for a court-free amalgamation under section 663 of Cap. 622. The form must be accompanied by the certificate of approval from each amalgamating company's board.
The form includes sections for: - The name and company registration number of each amalgamating company - The date of the directors' resolution - A declaration that the resolution was passed by the board - The signatures of the directors certifying the approval
Each director signing the form must do so in the presence of a witness, who must also sign and provide their name, address and occupation. The Companies Registry will reject forms that do not contain the required witness details.
Directors Approval Certificate Requirements
The directors approval certificate on Form NAMA3 must comply with several legal requirements under the Companies Ordinance. The resolution approving the amalgamation must be passed by the board of directors of each amalgamating company. The board must be satisfied the amalgamation is in the best interests of the company and that the company will be able to pay its debts as they fall due after the amalgamation takes effect.
The certificate must state the directors have considered the solvency of the amalgamated company, although the detailed solvency statement is filed separately on Form NAMA2. The directors must also confirm no application has been made to the court to set aside the amalgamation.
Amalgamation Approval Form Filing Procedure
The amalgamation approval form is filed as part of the complete amalgamation application. The filing package includes: - Form NAMA1 (the amalgamation proposal) - Form NAMA2 (the solvency statement) - Form NAMA3 (the certificate of director approval) - A copy of the special resolution approving the amalgamation - A copy of the amalgamation proposal
The form must be filed with the Companies Registry within 28 days of the directors' resolution. Late filing may result in the amalgamation being rejected or additional fees being payable. The Registry publishes the current filing fee on its specified forms index.
How to Complete Form NAMA3 Filing
When preparing Form NAMA3 filing, the directors must ensure every section of the form is completed accurately. The form requires the following information: - The full legal name of each amalgamating company - The company registration number - The date of the board meeting - The names and signatures of all directors who voted in favour
If any director did not vote in favour, the form must state that fact, though it does not require the reasons for the dissent. The certificate must be dated on or after the date of the board meeting. Backdating or forward-dating the certificate renders it invalid.
The form can be filed through the Companies Registry e-Services portal or by paper at the Registry's counter. Electronic filing through the e-Services portal is faster and carries a lower fee. Paper forms must be accompanied by the correct fee in the form of a cheque or cash.
Directors' Resolution Requirements
The directors' resolution that underpins Form NAMA3 must meet the requirements of section 665 of Cap. 622. The resolution must be passed at a board meeting where a quorum is present. The notice of meeting must comply with the company's articles of association, and minutes of the meeting must be recorded.
The resolution must approve: - The amalgamation proposal in its entirety - The form and content of the amalgamation agreement - The appointment of directors for the amalgamated company (for which Form NAMA4 is used) - The transfer of property, rights and liabilities under the amalgamation
The directors must also confirm the amalgamation proposal has been circulated to all members of the company, unless the articles provide otherwise.
Signatories and Witnessing Requirements
The signatories to Form NAMA3 must be individuals who are directors of the amalgamating company at the time they sign. The form requires the signature of at least two directors, or all directors if the company has fewer than two. Each signature must be witnessed by an independent person who is not a director or employee of the company.
The witness must provide: - Their full name - Their residential address - Their occupation - Their signature
A company secretary, solicitor or accountant may witness the signatures, provided they are independent of the amalgamation process. The witness must be physically present when the director signs the form. Remote witnessing via video link is not accepted for this form.
Board Meeting and Minutes
The board meeting at which the amalgamation is approved must be properly convened and minuted. The notice of meeting must be given to all directors entitled to attend, in accordance with the company's articles. The minutes must record: - The date and time of the meeting - The names of directors present - The text of the resolution - The result of the vote - Any abstentions or conflicts of interest
The minutes must be signed by the chairman of the meeting and retained as part of the company's statutory records. The Companies Registry may request sight of the minutes during the amalgamation registration process, although they are not filed with Form NAMA3.
Filing Deadline and Consequences
The filing deadline for Form NAMA3 is within 28 days of the directors' resolution approving the amalgamation. If the form is filed late, the Companies Registry may refuse to register the amalgamation. The Registry may also impose a higher registration fee for late submissions.
If the amalgamation is not registered within three months of the resolution, the directors must pass a fresh resolution and submit a new Form NAMA3. The original resolution lapses if the amalgamation is not completed within this timeframe.
Related Forms in the Amalgamation Process
Form NAMA3 is one of six forms used in the amalgamation process under the Companies Ordinance. The other forms in the series are: - Form NAMA1: Proposes the amalgamation - Form NAMA2: Certifies the solvency statement - Form NAMA4: Appoints directors for the amalgamated company - Form NAMA5: Certifies creditor claims - Form NAMA6: Notifies the court of an intervention application
Each form serves a distinct function, but all must be filed together for the amalgamation to proceed. The director approval certificate on Form NAMA3 cannot be used in isolation; it is always part of a larger filing package.
Accessing the Official Form
The Companies Registry maintains the current version of Form NAMA3 on its specified forms index at cr.gov.hk. The form is periodically revised, and users should always download the latest version from the Registry's website rather than using a saved copy. The Registry's e-Services portal also provides an electronic version of the form for online completion and submission.
For further guidance, the Companies Registry publishes an amalgamation guide on its website, which explains the full procedure and the role of each form in the process. The Registry's enquiry hotline can assist with specific questions about completing Form NAMA3, but cannot provide legal advice on the content of the directors' resolution.
How to fill out Form NAMA3
Page one of the official form. Every field named below appears on it in the same order.
Business Registration Number
Enter the first 8 digits of the Business Registration Certificate number issued by the Inland Revenue Department’s Business Registration Office. Do not include the digits after the hyphen. For companies incorporated on or after 27 December 2023, or for re-domiciled companies, this number also appears on the Certificate of Incorporation or Certificate of Re-domiciliation.
1. Company Name
Enter the full name of the amalgamating company exactly as it appears in the Companies Registry’s record.
2. Certificate
This is the certification statement. No entry is required here; it is the legal text that the director(s) affirm by signing below. The directors certify that the amalgamation has been approved in accordance with Division 3 of Part 13 of the Companies Ordinance (Cap. 622) and the company’s articles of association.
3. Signature(s) of Sole Director or All Directors (and continuation sheet)
This section must be signed by the sole director or every director of the amalgamating company. Each director must provide: - Name: Print the director’s full name exactly as recorded at the Companies Registry. - Signed: The director’s signature. - Date: The date of signing in DD/MM/YYYY format.
Common mistakes: - Ensure every director signs; partial signatures will cause the form to be rejected. - The name must match the registry record; a mismatch or missing name will invalidate the form. - If you need more than two signature lines, use the separate Continuation Sheet (see below). On the main form, state the total number of continuation sheets included in the box at the bottom of the section.
Continuation Sheet
If the main form’s signature space is insufficient, attach a continuation sheet. It repeats Section 3 (signature lines for directors). On the continuation sheet, fill in: - Business Registration Number: Repeat the number from page 1. - Signature lines: Provide the same Name, Signed, and Date for each additional director.
At the bottom of the main form’s Section 3, write the total number of continuation sheets (e.g., “1” if one sheet is attached).
Presentor’s Reference (bottom of form)
This is optional but recommended. Enter: - Name: Your name or your company’s name. - Address: Correspondence address. - Tel / Fax / Email: Contact details. - Reference: Your own file reference (if any).
Do not write in the “For Official Use” box.
Important notes from the instructions
- Deadline: This form must be delivered to the Companies Registry within 15 days after the amalgamation proposal is approved.
- Delivery: Post or deliver in person to Companies Registry, 14/F, Queensway Government Offices, 66 Queensway, Hong Kong. If posted, you bear the risk of non-delivery.
- Language: Use traditional Chinese characters if completing in Chinese. Handwritten forms may be rejected; type if possible.
- Who signs: Only the sole director or all directors of this amalgamating company.
Download the current form — always file the version on the issuing authority's site, not a copy.
Sources
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