Form NM9 Statement of Particulars of Issue of Debentures Series Hong Kong

Form NM9 Statement of Particulars of Issue of Debentures Series Hong Kong

The Form NM9 Statement of Particulars of Issue of Debentures Series Hong Kong is the document that a company must deliver to the Companies Registry when it issues specific debentures from a series that has already been registered on Form NM8. The Companies Ordinance (Cap. 622) requires this filing under section 338. The form notifies the Registry of the date, amount and holders of each issue made under the series, ensuring that the public record reflects the current extent of the company's secured borrowing.

A company that has created a charge over a series of debentures must first register the series particulars on Form NM8. Once the series is registered, each subsequent issue of debentures within that series triggers a separate filing obligation on Form NM9. This two-step process distinguishes the initial creation of the series from the later drawdowns against it.

Purpose of Form NM9

Form NM9 exists to maintain an accurate register of the company's secured debt. When a company registers a series of debentures on Form NM8, it provides the total amount of the series and the trust deed or other governing document. But the Registry does not know, from that filing alone, how much of the series has actually been issued or to whom. Each Form NM9 filing updates the record with the specific issue details.

The form serves three functions:

• It confirms the date on which the debentures were issued.
• It states the amount of debentures issued in that tranche.
• It identifies the holders or the class of holders.

Without this filing, a person searching the register would see only the authorised series amount, not the amount actually in circulation.

NM9 Issue of Debentures Series Hong Kong: When to File

The filing obligation arises each time the company issues debentures of a series that has already been registered. The deadline is 30 days after the date of issue. The company must deliver the completed Form NM9 to the Companies Registry together with a certified true copy of any trust deed or other document that governs the issue, if such a document exists and has not already been filed with the Form NM8.

If the issue is made under a trust deed that was already delivered with the Form NM8, the company does not need to file another copy. The Registry already holds it. But if the terms of the issue differ from those stated in the original trust deed, or if a new deed is executed for the specific issue, that document must accompany the Form NM9.

Statement of Particulars Issue Debentures: Required Content

The form requires the following particulars:

• The name of the company.
• The company's registration number.
• The date of the issue.
• The amount of debentures issued.
• The names and addresses of the holders, or a statement that the debentures are issued to bearer.
• A description of the trust deed or other document (if any) that contains the terms of the issue.

The company must also state whether the issue is the first issue under the series or a subsequent issue. This helps the Registry link the filing to the correct series record.

The form must be signed by a director, the company secretary, or a person authorised by the board. A certified true copy of the board resolution authorising the issue is not required on the form itself, but the company should keep it in its own records.

Form NM9 Guide Hong Kong: Filing Procedure

The Companies Registry accepts Form NM9 through two channels:

• Electronic filing via the e-Services portal at www.eregistry.gov.hk. The portal guides the user through the fields and calculates the filing fee automatically.
• Paper filing by delivering the completed form to the Companies Registry's office at Queensway, Hong Kong. The paper form is available for download from the Registry's specified forms index.

The filing fee for Form NM9 is HK$45 for electronic filing and HK$170 for paper filing. These fees are set by the Companies (Fees) Regulation and are subject to change. The reader should check the current fee schedule on the Registry's website before filing.

After filing, the Registry issues a certificate of registration. The company should keep this certificate with its statutory records.

Connection to Form NM8

Form NM8 and Form NM9 work together. Form NM8 registers the creation of a charge over a series of debentures. It states the total amount of the series, the date of the resolution authorising the series, and the trust deed or other document that governs the series. Form NM9 then reports each issue made under that series.

If a company issues debentures of a series that has not yet been registered on Form NM8, it must file Form NM8 first. The 30-day deadline for Form NM8 runs from the date of the resolution creating the charge. The 30-day deadline for Form NM9 runs from the date of each issue. A company that issues debentures on the same day it creates the series can file both forms together, but each form must be completed separately.

Company Records and the Register of Charges

The company must maintain a register of charges at its registered office. This register must include the particulars of every charge created by the company, including charges over a series of debentures. The register must show the date of the charge, the amount secured, and the name of the person entitled to the charge.

When the company issues debentures under a series, it must update the register of charges to reflect the new issue. The register should show the cumulative amount issued to date. This internal record should match the information filed on Form NM9.

The company must also keep copies of every trust deed and every Form NM9 filed at the registered office. These documents are open to inspection by any creditor or member of the company.

Holders and Their Rights

The holders of debentures issued under a series have rights that are defined by the trust deed or the debenture instrument. The Form NM9 filing does not create those rights; it merely records the issue. But the filing is important for holders because it confirms the company's public acknowledgment of the debt.

If the debentures are issued to bearer, the form states that fact. If they are issued to named holders, the form lists their names and addresses. The Registry does not require the holders' consent to be included on the form, but the company should ensure that the information is accurate.

Consequences of Non-Filing

Failure to file Form NM9 within 30 days of the issue is an offence under the Companies Ordinance (Cap. 622). The company and every responsible officer may be liable to a fine. More importantly, the charge may become void against a liquidator or a creditor of the company if the particulars are not registered.

The voidness applies to the charge itself, not just the issue. If the series was registered on Form NM8 but a particular issue was not reported on Form NM9, the charge may be void as security for that issue. The holders of those debentures would rank as unsecured creditors in a winding-up.

Practical Tips for Filing

• File Form NM9 as soon as possible after the issue date. The 30-day deadline is strict.
• Use the e-Services portal for faster processing and a lower fee.
• Keep a certified true copy of the trust deed ready in case the Registry requests it.
• Check the Registry's specified forms index for the current version of Form NM9 before filing.
• If the issue is part of a series that was registered before the commencement of the new Companies Ordinance (Cap. 622), check whether the series was registered under the old Ordinance (Cap. 32). The filing requirements are the same, but the form number may differ.