Form NM5 Notice of Appointment of Receiver or Manager Hong Kong
How to file Form NM5 to notify the Companies Registry of the appointment of a receiver or manager in Hong Kong.
NM5 at a glance
- Official title
- Notice of Appointment of Receiver or Manager
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NM5 Notice of Appointment of Receiver or Manager Hong Kong
A secured creditor appointing a receiver or manager over a company's assets must deliver the Form NM5 Notice of Appointment of Receiver or Manager Hong Kong to the Companies Registry. This filing notifies the public that control of the charged property has passed to an external appointee. The obligation arises under the Companies Ordinance (Cap. 622) and applies whether the appointment is made under a debenture or another instrument creating a charge.
Trigger for Filing Form NM5
The duty to file Form NM5 arises immediately upon the appointment of a receiver or manager over any property of a Hong Kong company. A secured creditor holding a charge or debenture typically makes the appointment when the company defaults on its obligations. The appointment may cover the whole or part of the company's assets; the filing requirement applies regardless of scope.
The Companies Registry must receive the notice within seven days of the appointment. This deadline is strict. Late filing may attract penalties. The form must be signed by or on behalf of the person who made the appointment, usually the secured creditor or their authorised representative.
Required Particulars on Form NM5
Form NM5 requires the following information:
- The company's name and company registration number
- The date of the instrument of appointment
- The name and address of the receiver or manager appointed
- The date of the appointment
- A description of the property over which the receiver or manager has been appointed
- The name and address of the person making the appointment (the appointor)
The form must be accompanied by a certified true copy of the instrument of appointment. This instrument, such as a deed of appointment or a court order, formally appoints the receiver or manager. The appointor or their legal representative must certify the copy as a true copy of the original.
NM5 Appointment Notice Hong Kong
The NM5 appointment notice Hong Kong serves as the public record of the receiver or manager's authority. Once filed, the Companies Registry enters the particulars into the public register. Anyone searching the company's records can see that a receiver or manager has been appointed and over which assets.
The notice also triggers consequences for the company's management. While the receiver or manager is in office, the directors' powers over the charged property are suspended. The receiver or manager takes control of the property and may manage, sell, or realise it for the benefit of the secured creditor. The company remains in existence, but its directors cannot act in relation to the charged assets without the receiver or manager's consent.
Receiver Manager Appointment Filing
File the receiver manager appointment using the Companies Registry's specified form, available from the Registry's specified forms index at cr.gov.hk/en/forms/specified.htm. Submit Form NM5 electronically through the e-Services portal at eregistry.gov.hk or by paper delivery to the Registry's office.
For electronic filing, the appointor must upload a scanned PDF copy of the certified true copy of the instrument of appointment. Paper filings require the original form and the certified true copy to be delivered to the Companies Registry's counter or by post.
The registration fee for Form NM5 is set by the Companies Registry and is payable at the time of filing. Late delivery attracts a higher registration fee, calculated according to the number of days overdue.
Hong Kong Form NM5 Guide
This Hong Kong Form NM5 guide explains the practical steps for completing and filing the notice. The form is straightforward, but the supporting documents require attention.
The instrument of appointment must clearly identify the receiver or manager and describe the property subject to the appointment. If the appointment is made under a debenture, the debenture itself must be registered with the Companies Registry as a charge using Form NM1 (Statement of Particulars of Charge) before the receiver or manager can be appointed. The Companies Registry will not accept Form NM5 if the underlying charge has not been registered.
The receiver or manager must consent to the appointment. Form NM5 does not require a separate consent form, but the appointor should hold written consent from the appointee before filing. The receiver or manager's name and address on the form must match the details in the instrument of appointment.
Effect on Company Records
Once Form NM5 is registered, the Companies Registry updates the company's public record. The notice remains on the register until the receiver or manager's appointment ceases. When the appointment ends, the appointor must file Form NM6 (Notice of Ceasing to Act as Receiver or Manager) to remove the entry.
The company must also update its own records. The registered office should hold a copy of the filed Form NM5 and the instrument of appointment. The company's registers and company records should reflect the appointment, as the receiver or manager may need to access them during their tenure.
Practical Considerations
The appointor should retain a stamped or acknowledged copy of Form NM5 after filing. This copy serves as proof of compliance with the Companies Ordinance. If the appointment is challenged later, the filed notice provides evidence of the receiver or manager's authority.
The receiver or manager should also keep a copy of the filed form. They may need to produce it to third parties, such as tenants of the charged property or buyers of the charged assets, to demonstrate their authority to act.
For further guidance, refer to the Companies Registry's website or consult a legal professional. The Registry publishes practice notes and FAQs that address common questions about receiver and manager appointments.
How to fill out Form NM5
Page one of the official form. Every field named below appears on it in the same order.
1. 公司名称 Company Name
Enter the full name of the company that has appointed the receiver or manager. This must match the name on the Certificate of Incorporation exactly.
2. 委任接管人或经理人 Appointment of Receiver or Manager
A. 委任方式 Mode of Appointment
Tick only one box: either "根据法院命令委任 Appointment by a Court Order" or "根据任何文书委任 Appointment under an Instrument".
- If you tick Court Order: enter the Court Action Number (the case number assigned by the court) and the Date of Order (the date the court made the order, in DD/MM/YYYY format).
- If you tick Instrument: enter the Description of Instrument (e.g., "Debenture" or "Trust Deed") and the Date of Creation (the date the instrument was created, in DD/MM/YYYY format).
B. 委任日期 Date of Appointment
Enter the date the receiver or manager was actually appointed, in DD/MM/YYYY format. This is the date the appointment takes effect, which may be different from the date of the court order or the instrument.
C. 接管人或经理人的详情 Particulars of Receiver or Manager
If you are appointing more than one receiver/manager, use Continuation Sheet A for each additional person.
- Capacity: Tick one: Receiver, Manager, or Receiver and Manager.
- Status: Tick one: Sole, Joint, or Joint and Several.
- Name in Chinese: Enter the Chinese name (if any).
- Name in English: Enter the surname and other names.
- Address: Provide the full residential or business address. Do not use a PO Box.
- Email Address: Enter the email address.
- Identification: You must complete the separate PI-NM5 sheet (which is not for public inspection). On this form, enter only the partial identification number:
- For a Hong Kong Identity Card: enter the partial number in the format XXX(X).
- For a Passport: enter the issuing country/region and the partial passport number.
3. 该委任所涉及的财产的描述 Description of the Property
If the space is insufficient, use Continuation Sheet B.
- A. Landed Property: Enter the address and short particulars of any real estate covered by the appointment.
- B. Other Types of Property: Describe any other property (e.g., book debts, shares, equipment) covered by the appointment.
6. 签署 Signed
This section must be signed by the Appointor (the person or entity making the appointment). The signatory must be a Director, Company Secretary, or Authorized Representative of the appointor. Delete the inapplicable title.
- Signed: The signature of the person.
- Name: The full name of the signatory.
- Date: The date of signing, in DD/MM/YYYY format.
Continuation Sheets and PI-NM5
At the bottom of the form, indicate which continuation sheets and the PI-NM5 sheet are attached. Enter the number of pages for each. The PI-NM5 sheet is not for public inspection and must be completed separately for each receiver/manager to provide the full identification number.
Download the current form — always file the version on the issuing authority's site, not a copy.
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