Form NM8 Statement of Particulars of Charge for a Debenture Series Hong Kong
How to complete Form NM8 for registering the particulars of a charge securing a series of debentures in Hong Kong.
NM8 at a glance
- Official title
- Statement of Particulars of Charge for a Debenture in a Series
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NM8 Statement of Particulars of Charge for a Debenture Series Hong Kong
Form NM8 registers particulars of a charge created to secure a series of debentures under the Companies Ordinance (Cap. 622). A standard charge on Form NM1 secures a single debt. A debenture series involves multiple debentures issued under a common trust deed or other instrument. Section 335 of Cap. 622 requires delivery of the form to the Companies Registry within one month of the charge's creation, or within one month of acquiring property subject to an existing charge.
NM8 Debenture Series Charge Hong Kong
Creating a charge over assets to secure a debenture series triggers the NM8 filing obligation. A debenture series is a group of debentures issued under a single trust deed or other instrument governing the entire series. The charge securing the series is typically created by the trust deed itself. Form NM8 captures the particulars of that charge at the series level, not for each individual debenture.
The key distinction is that Form NM8 requires the company to identify the series, not just the charging instrument. The form asks for the total amount secured by the series, the date of the trust deed creating the series, and the general nature of the charge. This allows the Companies Registry to link the charge to the series rather than to each debenture holder individually.
Statement of Particulars Charge Series
The "statement of particulars charge series" must include the information prescribed by section 336 of Cap. 622 and the Companies (Registration of Charges) Regulation:
- The date of the charge's creation or, if the charge predates the property acquisition, the date of acquisition
- The amount secured by the charge
- Short particulars of the property charged
- The persons entitled to the charge
- The date of the trust deed or other instrument creating the series
- The total amount secured by the whole series
- The general nature of the charge
For a debenture series, the "persons entitled to the charge" are the debenture holders collectively. The trust deed typically names a trustee or secured creditor to hold the charge on their behalf. The form must also include a certified true copy of the trust deed or other instrument creating the series, unless the Registrar of Companies waives this requirement.
Form NM8 Companies Registry Filing
A director, company secretary, or other authorised officer must complete and sign the "Form NM8 Companies Registry filing". Submit the form to the Companies Registry with the certified true copy of the trust deed. Filing is through the e-Services portal or by paper submission.
The Companies Registry charges a registration fee for filing Form NM8. The fee is set out in the Companies (Fees) Regulation and is payable at the time of filing. Late delivery incurs a higher registration fee. The charge may be void against a liquidator or other creditors if not registered within the prescribed period.
The company must also keep a copy of Form NM8 and the trust deed at its registered office or at the location specified in Form NR2 (Notice of Location of Registers and Company Records). This ensures the company records are complete and accessible to debenture holders and other interested parties.
How Form NM8 Interacts with the Primary Charging Instrument
Form NM8 does not replace the primary charging instrument. It registers the particulars of the charge created by that instrument. The trust deed or other instrument creating the series is the primary document defining the rights and obligations of the debenture holders and the company. Form NM8 merely provides a summary of those particulars for the public register.
The Companies Registry will issue a certificate of registration once Form NM8 is accepted. This certificate is conclusive evidence that the charge has been registered and that the particulars are correct. Keep the certificate with the company records and produce it when required.
Series Identification and Trust Deed Requirements
A debenture series must be clearly identified in the trust deed or other instrument. The trust deed sets out the series' terms, including the interest rate, maturity date, and events of default. It also appoints a trustee or secured creditor to act on behalf of the debenture holders.
When filing Form NM8, the company must provide the trust deed's date and the total amount secured by the whole series. If the series is issued in tranches, the total amount secured may be the maximum amount that can be issued under the trust deed. The form also requires the general nature of the charge, such as a fixed charge over specific assets or a floating charge over the company's undertaking and assets.
Filing Obligations for Subsequent Issues Within the Series
If the company issues additional debentures within the same series after the initial registration, it must file Form NM9 (Statement of Particulars of Issue of Debentures within a Series) within one month of the issue. Form NM9 updates the register with the new debentures' particulars, including the amount issued and the date of issue. This ensures the public register reflects the current amount outstanding under the series.
The company must also update its company records to reflect the new issue. The trust deed may require the company to maintain a register of debenture holders and to notify the trustee of any changes to the series.
Consequences of Non-Compliance
Failure to file Form NM8 within the prescribed period renders the charge void against a liquidator or other creditors. The secured creditor loses their priority over unsecured creditors in a winding-up. The company and its officers may also be liable to a penalty for non-compliance.
The Companies Registry may refuse to register the charge if the form is incomplete or the certified true copy of the trust deed is not provided. In such cases, the company must resubmit the form within the prescribed period or apply for an extension.
Practical Steps for Filing Form NM8
- Prepare the trust deed or other instrument creating the series. Ensure it clearly identifies the series and the charge securing it.
- Complete Form NM8 with the required particulars. Use the Companies Registry's specified form, available on the e-Services portal.
- Obtain a certified true copy of the trust deed. The certification must be made by a director, company secretary, or other authorised officer.
- Submit the form and the certified true copy to the Companies Registry within one month of the charge's creation.
- Pay the registration fee. The fee is set out in the Companies (Fees) Regulation and can be paid online or by cheque.
- Keep the certificate of registration with the company records. The certificate confirms the charge has been registered.
Summary of Key Points
- Form NM8 is used to register particulars of a charge created for a series of debentures.
- The form requires details of the series, including the trust deed date and total amount secured.
- A certified true copy of the trust deed must accompany the form.
- The filing must be made within one month of the charge's creation.
- Non-compliance renders the charge void against a liquidator or other creditors.
- Subsequent issues within the series require Form NM9.
For further guidance, refer to the Companies Registry's specified forms index at cr.gov.hk/en/forms/specified.htm and the e-Services portal at eregistry.gov.hk.
How to fill out Form NM8
Page one of the official form. Every field named below appears on it in the same order.
Business Registration Number
Enter the company’s Business Registration number. This number appears on the Business Registration certificate issued by the Inland Revenue Department.
1. Company Name
Enter the full registered name of the company (or registered non-Hong Kong company) as shown on its Certificate of Incorporation or Certificate of Registration.
2. Date of Execution
You must complete either Box A or Box B, not both.
- Box A: Enter the date the instrument that contains the specified charge was executed. This is the date on the separate document that the debenture refers to.
- Box B: Enter the date the first debenture of the series was executed. Use this box only if the charge is contained in the debenture itself and not by reference to another document.
The date must match the date on the instrument or debenture you are certifying.
3. Names of Trustees for the Debenture Holders
If there are trustees for the debenture holders, enter their full names. If there are none, leave this box blank.
4. Commission, Allowance or Discount
Complete either Box A or Box B, not both.
- Box A: Enter the monetary amount payable.
- Box B: Enter the percentage payable.
5. Type of Instrument Delivered with this Form
Tick one box only.
- Tick the first box if you are delivering a certified copy of the instrument that contains the specified charge (the document the debenture refers to).
- Tick the second box if you are delivering a certified copy of any one debenture from the series (used when the charge is contained in the debenture itself).
8. Signature
This box must be signed and dated. The signatory is the Company (acting by a director, company secretary, or authorised representative) or the Mortgagee/Chargee. Delete whichever does not apply.
Enter the signatory’s name, the date of signing, and the capacity in which they sign. The date must be the actual date of signing, not the execution date from Box 2.
Common mistakes: Filling both Box 2A and 2B; ticking the wrong box in Box 5 for the type of instrument delivered; and signing in the wrong capacity. The form must be completed in full and delivered within one month of the execution date (or, for charges outside Hong Kong, within one month of the date the certified copy is received in Hong Kong).
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