Form NM10 Statement of Particulars of Charge for Re-domiciled Company
Guide to filing Form NM10 for a re-domiciled company, covering required particulars, fees, and the Companies Registry process.
NM10 at a glance
- Official title
- Statement of Particulars of Charge for a Re-domiciled 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NM10 Statement of Particulars of Charge for Re-Domiciled Company
Form NM10 is the specified form under the Companies Ordinance (Cap. 622) for a company incorporated outside Hong Kong that has since re-domiciled to Hong Kong. A re-domiciled company's charge registration history differs from that of a locally incorporated company, and the Companies Registry requires separate particulars to account for its pre-existing and post-re-domiciliation charges.
Re-domiciliation Charge Registration Hong Kong
When a company re-domiciles to Hong Kong under Part 17 of Cap. 622, it retains its original legal existence. Charges created before re-domiciliation may already be registered in that original jurisdiction, but they must also be recorded with the Companies Registry to be enforceable against a liquidator or a creditor in Hong Kong.
The registration procedure is distinct. Form NM10 addresses charges created before the date of re-domiciliation that remain outstanding, as well as those created after re-domiciliation. The form captures the change in legal status. It ensures the public register reflects the correct particulars of each charge.
NM10 Form Filing Requirements
Section 335 of Cap. 622 sets the filing requirements. The company must deliver the statement of particulars of charge to the Registrar of Companies within one month of the date the charge was created. For charges created before re-domiciliation, the one-month period runs from the date of re-domiciliation.
The form must be accompanied by a certified true copy of the instrument creating or evidencing the charge, the prescribed registration fee, and any additional information required by the Registrar. The company secretary or a director signs the form. The signatory must confirm the particulars are correct to the best of their knowledge.
Companies Registry Charge Particulars Re-Domiciled
Form NM10 requires specific particulars reflecting the company's unique position. These include the name and company registration number assigned at re-domiciliation, the date the company was re-domiciled to Hong Kong, the original jurisdiction and former company number, if known, the date the charge was created, the amount secured by the charge, short particulars of the property charged, and the name and address of the person entitled to the charge.
The form also requires a statement indicating whether the charge was created before or after re-domiciliation. This distinction matters because charges created before re-domiciliation may have been registered under a different legal system, and the Companies Registry needs to reconcile the two registers.
Statement of Particulars of Charge Form NM10
The statement of particulars filed on Form NM10 serves as the public record of the charge. The Registrar enters these particulars into the register of charges maintained for re-domiciled companies. This register is searchable by any person wishing to confirm the company's secured indebtedness.
The form must be completed in English or Chinese, or in both languages. Where the original instrument is in another language, a certified translation must accompany the form. The registration fee for Form NM10 is the amount specified in the Companies (Fees) Regulations. The fee is payable at the time of filing, either through the e-Services portal or by cheque or cash for paper filings.
Filing Process and Registered Office
File Form NM10 through the Companies Registry's e-Services portal at www.eregistry.gov.hk. Electronic filing is the preferred method and generally results in faster processing. Paper filing is accepted but must be sent to:
Companies Registry Queensway Government Offices 66 Queensway Hong Kong
The company's registered office address must be stated on the form. This is the address to which the Companies Registry will send official correspondence regarding the charge registration. If the registered office address changes after filing, the company must notify the Registrar using Form NR1.
Electronic Filing Through E-Services Portal
The e-Services portal allows the company secretary or an authorised person to submit Form NM10 electronically. The portal accepts payment by credit card or through a registered account. After successful filing, the system issues an acknowledgement containing the date of registration and the charge number.
Electronic filers must attach a scanned copy of the certified true copy of the charge instrument. This certified true copy must bear the certification statement and the signature of the person authorised to certify it, such as a director or the company secretary.
Common Errors and Corrections
Errors on Form NM10 can delay registration or result in rejection. Common mistakes include an incorrect company registration number, omission of the re-domiciliation date, failure to attach the certified true copy of the instrument, and incorrect calculation of the one-month filing period.
If the Registrar rejects the form, the company must file a corrected version within the time remaining in the original one-month period or apply for an extension. Where an error is discovered after registration, the company may apply to the Registrar to rectify the register by filing a supporting statement.
Distinction From Form NM1
Form NM1 applies to charges created by a company incorporated in Hong Kong. Form NM10 serves the same purpose but for re-domiciled companies. The key difference is the additional fields on NM10 that capture the re-domiciliation details and the original jurisdiction information. A re-domiciled company must never use Form NM1, as the Registrar will reject it.
Business Registration and Tax Considerations
Registering charges on Form NM10 does not affect the company's business registration. The company must maintain its valid business registration certificate throughout the charge registration process. The business registration number is not required on Form NM10, but the company should ensure its business registration records are current.
Summary of Supporting Documents
When filing Form NM10, the company should prepare the completed and signed Form NM10, a certified true copy of the charge instrument, the registration fee payment, any certified translation if applicable, and a covering letter if additional correspondence is needed.
The Companies Registry specified forms index at www.cr.gov.hk/en/forms/specified.htm contains the latest version of Form NM10 and the associated instructions.
How to fill out Form NM10
Page one of the official form. Every field named below appears on it in the same order.
Section 1: Company Name and Business Registration Number
- Business Registration Number: Enter the company’s Hong Kong business registration number. This is found on the Business Registration Certificate.
- 1 Company Name: Enter the full name of the re-domiciled company as it appears on the Certificate of Incorporation.
Section 2: Instrument Creating or Evidencing the Charge
- 13-16 Description of Instrument: Describe the instrument that creates or proves the charge (e.g., a debenture, mortgage deed). A certified copy of this instrument must be delivered with this form.
- Date of Creation: Enter the date the charge was created (DD/MM/YYYY). This date must be before the re-domiciliation date. Do not use the date of the instrument’s execution if it differs from the creation date.
Section 3: Particulars of Mortgagee or Chargee
- 17 Name: Enter the name of the mortgagee or chargee (the person or entity holding the charge). If there is more than one, use the Continuation Sheet.
- 18 Address: Provide the full address of the mortgagee/chargee: Flat/Floor/Block, Building, Street/Estate/Lot/Village, District/City/Province/State/Postal Code, Country/Region. Each component goes in its own box.
Section 4: Date of Acquisition of Property
- 19 Date of Acquisition of Property: Enter the date the re-domiciled company acquired the property that is subject to the charge (DD/MM/YYYY). This date must be before the re-domiciliation date. Common mistake: using the execution date of the acquisition agreement instead of the actual transfer date.
Section 5: Commission, Allowance or Discount Payable in Relation to the Debenture
- 20 A. Amount: If a commission, allowance, or discount is payable, enter the exact amount.
- 20 B. Percentage: Alternatively, enter the percentage. Box A and Box B are mutually exclusive. Fill in either the amount or the percentage, not both.
Signature
- Signed: Must be signed by a director, company secretary, or authorized representative. Delete whichever does not apply.
- Name: Print the full name of the signatory.
- Date: Enter the date of signing (DD/MM/YYYY). This date must be on or before the filing deadline (within one month after the re-domiciliation date).
- Number of Continuation Sheet(s) included in this Statement: Enter the number of Continuation Sheets attached (e.g., “0”, “1”). A Continuation Sheet is required if there is more than one mortgagee/chargee.
Presentor’s Reference (For Official Use Only - Do Not Fill)
- Name, Code, Address, Tel, Fax, Email, Reference: These fields are for internal use by the Companies Registry. Leave them blank. If you write anything here, the form may be rejected.
Notes
- This form is for charges that existed before the re-domiciliation date and are of a type that would require registration under sections 335 or 338 of the Companies Ordinance if created or acquired after that date.
- The form and the certified copy of the instrument must be delivered within one month after the re-domiciliation date.
- If the company was a registered non-Hong Kong company that already registered the charge under sections 336, 339, or 340, do not file this form.
- If the charge was not registered but should have been when the company was still a registered non-Hong Kong company, use Form NM1 instead.
- Use the same language (Chinese or English) consistently throughout the form. Handwritten forms are not accepted; type or print clearly.
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