Form NM3 Notice of Mortgagee Entering into Possession Hong Kong
Guide to filing Form NM3 to notify the Companies Registry when a mortgagee takes possession of charged property in Hong Kong.
NM3 at a glance
- Official title
- Notice of Mortgagee Entering into Possession of Property
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
When Is Form NM3 Notice of Mortgagee Entering Into Possession Hong Kong Required
A secured creditor taking physical or constructive possession of a charged property must file Form NM3. Section 355 of the Companies Ordinance (Cap. 622) obliges a mortgagee entering possession to deliver this notice within 28 days. The Registrar of Companies prescribes the form, which appears in the Companies Registry's specified forms index.
The notice must state the particulars of the property and the circumstances of possession. Failure to file within the 28-day period incurs a fine, and the default persists until the notice is delivered.
NM3 Filing Hong Kong Companies Registry
File Form NM3 with the Hong Kong Companies Registry on paper or electronically via the e-Services portal. Paper submissions require one original form. If possession was taken under a court order, include a certified true copy of that order.
Deliver paper filings to 14/F, Queensway Government Offices, 66 Queensway, Hong Kong. For electronic filing, an authorised person with a registered e-Services account must submit the form. The Registry will reject an incomplete form or one missing required supporting documents.
The registration fee is HK$295 for paper filing and HK$275 for electronic filing. Pay the fee at submission. The Registry will issue an acknowledgement of receipt once the form is accepted.
Mortgagee Possession Notice Hong Kong
A mortgagee possession notice updates the company's public record. The Registrar's register of charges must reflect that the mortgagee now controls the property, alerting third parties dealing with the company.
The requirement covers both physical and constructive possession. Physical possession is actual occupation, such as of land or buildings. Constructive possession is control of the property's income or proceeds without occupation, for instance by collecting tenant rents.
The filing obligation rests with the mortgagee, not the company. The company's directors, however, must ensure the company's own register of charges reflects the mortgagee's possession. This register, held at the company's registered office, must enter the particulars of any mortgagee in possession.
Hong Kong Form NM3 Requirements
The Companies Ordinance and the Companies (Forms) Regulation specify the requirements for Form NM3. The form must contain these particulars:
- The company's name and company registration number
- The date the mortgagee entered possession
- A description of the property sufficient to identify it
- The nature and date of the charge or debenture authorising possession
- The name and address of the mortgagee entering possession
- Whether possession was taken under a court order or under the charge's powers
The property description must be detailed. For land, this means the lot number, street address, and land register reference. For other assets like machinery or receivables, the description must identify the asset class and location.
The mortgagee or an authorised agent must sign the form. If the mortgagee is a corporation, the form must be executed in accordance with its constitutional documents or by a director or company secretary.
Supporting Documents and Certified Copies
If possession was taken under a court order, Form NM3 must be accompanied by a certified true copy of that order. The mortgagee's solicitor or a court officer must certify the copy. The order must state the date possession was granted and the property's name.
When possession is taken without a court order, the mortgagee relies on the charge or debenture's powers. No court order is required, but the mortgagee must demonstrate the charge grants the right to possession and that the conditions for exercising it have been met.
The Companies Registry may request additional supporting documents if the Form NM3 information is insufficient to establish the possession's validity. The Registry can refuse registration if the documentation does not comply with Cap. 622.
Filing Deadline and Penalties
Deliver Form NM3 to the Companies Registry within 28 days after the mortgagee enters possession. The 28-day period starts on the date possession is taken, not the date the mortgagee decides to file.
If the 28-day deadline is missed, the mortgagee may apply to the court for an extension. The court has discretion to grant an extension, provided it does not prejudice the rights of other creditors or third parties who relied on the notice's absence.
The penalty for late filing is a fine of HK$50 for each day of default, up to a maximum of HK$1,000. The mortgagee remains liable for the fine even after filing, unless the court grants relief.
Company Records and Public Inspection
Once registered, the Form NM3 particulars become part of the company's public record at the Companies Registry. Anyone can search the register and obtain a copy. The company must also keep a copy of the registered form at its registered office or where its records are held.
The company must update its register of charges to show the mortgagee's possession. This register must state the date of entry into possession, the mortgagee's name, and the property. Failure to maintain an accurate register of charges is an offence under Cap. 622.
The mortgagee in possession must also notify the Companies Registry when possession ends. File Form NM4 Notice of Mortgagee Ceasing to be in Possession within 28 days of giving up possession.
Use of E-Services Portal for NM3 Filing
The Companies Registry's e-Services portal facilitates the electronic submission of Form NM3. To use it, the filer needs a registered account and a digital certificate. The portal accepts payment by credit card, PPS, or bank transfer.
Electronic filing provides immediate confirmation of receipt and a lower registration fee. The e-Services portal also allows the filer to track the submission status and download a copy of the registered form once registration is complete.
The portal is available 24 hours a day, seven days a week, except for scheduled maintenance. The 28-day deadline is calculated in calendar days, not business days. File early.
How to fill out Form NM3
Page one of the official form. Every field named below appears on it in the same order.
商業登記號碼 Business Registration Number
Enter the company’s Business Registration number. You can find this on the Business Registration certificate issued by the Inland Revenue Department.
1 公司名稱 Company Name
Enter the full name of the company that is the borrower/chargor. This must match exactly the name on the Certificate of Incorporation.
2 承按人或承押記人資料 Particulars of Mortgagee or Chargee
If there is more than one mortgagee or chargee, use Continuation Sheet A for the others.
Provide the mortgagee/chargee’s name. Use either the body corporate name, OR the natural person name - do not fill both. - Body Corporate: Enter the full corporate name. - Natural Person: Enter the Chinese name (if any), then the English surname and other names.
8 身分識別 Identification
Enter the partial identification number. The form text shows ( ) for a Hong Kong Identity Card (the last four characters, including the check digit and brackets). For a passport, enter the issuing country/region and the partial passport number.
Crucially, the form states you must provide the full identification number on a separate PI-NM3 page. That page is NOT for public inspection. Do not write the full number here.
9 轉換承按人或承押記人的日期 Date of Change of Mortgagee or Chargee If the mortgagee/chargee has changed (e.g., by assignment), enter the date of that change in DD/MM/YYYY. If there has been no change, leave blank.
10 承按人或承押記人地址 Address of Mortgagee or Chargee Enter the full address of the mortgagee/chargee.
11 承按人或承押記人電郵地址 Email Address of Mortgagee or Chargee Enter the email address.
3 承按人或承押記人行使財產管有權所根據的押記 Charge under which Mortgagee or Chargee Entered into Possession of the Property
押記描述 Description of Charge: Briefly describe the charge (e.g., legal mortgage, fixed charge, floating charge).
設立日期 Date of Creation: Enter the date the charge was originally created in DD/MM/YYYY.
4 行使財產管有權的日期 Date of Entering into Possession of Property
Enter the date the mortgagee/chargee actually took possession of the property. This is a critical date - it must be correct.
5 承按人或承押記人行使管有權的財產的描述 Description of Property Entered into Possession by the Mortgagee or Chargee
If space is insufficient, use Continuation Sheet B. - A. 房地產 Landed Property: Enter the property address and short particulars of the charged property. - B. 其他類別的押記財產 Other types of property charged: Enter details for property that is not land (e.g., shares, book debts, equipment).
At the bottom of this section, state whether this Notice includes Continuation Sheet A, Continuation Sheet B, and/or a PI-NM3 sheet. Check the boxes and write the number of pages for each.
6 簽署 Signed
This section is completed by the mortgagee/chargee named in Section 2.
Signed: Obtain the signature.
Name: Print the name of the person signing.
Date: Enter the date of signing in DD/MM/YYYY.
Capacity: The signatory must be a Director, Company Secretary, or Authorized Representative of the mortgagee/chargee. Delete the two inapplicable options. This signatory must be an individual who is authorised to sign on behalf of the mortgagee/chargee. A common error is having the wrong person sign - ensure the person’s role matches the options.
Download the current form — always file the version on the issuing authority's site, not a copy.
Sources
More on the forms library.