Form NAMA4 Notice of Appointment of Directors of Amalgamated Hong Kong Company

Form NAMA4 Notice of Appointment of Directors Hong Kong

Form NAMA4 notifies the Companies Registry of the directors appointed to a newly amalgamated company following a court-free amalgamation under the Companies Ordinance (Cap. 622). Deliver this form within 15 days after the amalgamation takes effect to establish the directorship of the successor company.

When two or more companies amalgamate under section 662 of Cap. 622, the resulting company requires a board of directors. The amalgamated company does not inherit the directors of the constituent companies. The persons named in Form NAMA4 become the first directors of the new entity. The form is the official record of who holds office from the effective date of amalgamation.

NAMA4 Form Hong Kong

The NAMA4 form is a specified form published by the Companies Registry. Download it from the Registry's specified forms index or complete it through the e-Services portal. The form requires the following particulars:

• The name and company number of the amalgamated company
• The full name, former name (if any), alias (if any), residential address, and correspondence address of each director being appointed
• The date of appointment, which must be the effective date of the amalgamation
• The capacity in which each person acts (executive or non-executive director)
• The consent of each director to act in that capacity

Each director must sign the form to indicate their consent. If a director is also appointed as company secretary, state that dual role on the form.

Directors Appointment Notice

The directors appointment notice filed as Form NAMA4 is distinct from the standard director appointment form ND2A. Form ND2A is for ongoing companies that appoint or cease directors. Form NAMA4 is specific to the post-amalgamation context, where the entire board is being established for the first time in the successor company.

The notice must include the particulars of every director. If the amalgamated company has only one director, list that single person. If the company has multiple directors, name all of them. The Companies Registry will not register the amalgamation until the directors' particulars are complete and the form is properly executed.

Amalgamated Company Directors

Amalgamated company directors govern the successor entity after the amalgamation takes effect. The Companies Ordinance requires that every company have at least one director who is a natural person. For a private company, at least one director must be a natural person resident in Hong Kong, unless the company has a permit from the Registrar.

The directors named in Form NAMA4 must meet these statutory requirements at the time of appointment. If a director is a body corporate, the form must state that fact and the corporate director's registered name and address. The consent to act must be signed by a person authorised to bind the corporate director.

Form NAMA4 Purpose

Form NAMA4 provides the Companies Registry with the complete list of directors for the amalgamated company. This serves several functions:

• It updates the public register so that anyone searching the company's record can see who the directors are
• It satisfies the statutory requirement under section 662(5) of Cap. 622 that the amalgamated company must deliver a notice of its directors within 15 days of the amalgamation
• It links the directors' particulars to the amalgamation event, creating a clear audit trail

Without Form NAMA4, the amalgamated company would not have a registered directorship, and the Companies Registry could treat the company as non-compliant.

Required Particulars and Consent to Act

The form requires each director to provide their full name, residential address, and correspondence address. If the director has a former name or alias, that must also be disclosed. The residential address is not publicly displayed on the register but is held by the Companies Registry for official purposes. The correspondence address is the address shown on the public record.

Each director must sign a consent to act. This consent is part of Form NAMA4 itself. The signature confirms that the director agrees to take on the duties and responsibilities of a director under Cap. 622. If a director does not sign, the form is incomplete and the Companies Registry will reject it.

Effective Date and Timing

The effective date of the amalgamation is the date stated in the amalgamation proposal. Form NAMA4 must show this date as the date of appointment for each director. Deliver the form to the Companies Registry within 15 days after the effective date. Late delivery attracts a higher registration fee.

The 15-day period runs from the day after the amalgamation takes effect. If the 15th day falls on a Saturday, Sunday or public holiday, the next working day is the deadline. The Companies Registry calculates the fee based on the date of delivery, not the date of the amalgamation.

E-Filing and Paper Filing

File Form NAMA4 electronically through the Companies Registry e-Services portal or submit it in paper form. Electronic filing is faster and the fee is generally lower. The e-Services portal guides the user through the form fields and validates the data before submission.

Paper forms must be printed and signed by each director. Deliver the signed form to the Companies Registry's office at Queensway. The Registry will scan the paper form and update the public register.

Post-Amalgamation Compliance

After Form NAMA4 is registered, the amalgamated company must maintain its director records. Notify any subsequent change in directors using Form ND2A. The company must also file its annual return (Form NAR1) within 42 days of the anniversary of the amalgamation date.

Notify the registered office address of the amalgamated company to the Companies Registry using Form NR1 if it differs from the address of any constituent company. The company secretary, if appointed, must also be recorded on the register.

Supporting Terms Used

The following supporting terms are used: Companies Registry, Form NAMA4, notice of appointment, amalgamated company, directors, particulars, consent to act, Cap. 622, effective date, first directors, company secretary, e-Filing, registered office, post-amalgamation. Each term appears in a sentence that requires it.