Form NMEM1 Increase in Members Guarantee Company Hong Kong
Filing Form NMEM1 to increase the number of members in a Hong Kong company limited by guarantee.
NMEM1 at a glance
- Official title
- Notice of Increase in Number of Members of Company Limited by Guarantee
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NMEM1 Increase in Members Guarantee Company Hong Kong
A company limited by guarantee must file Form NMEM1 Increase in Members Guarantee Company Hong Kong to admit more members than its constitution permits. This filing notifies the Registrar of the increase and confirms the company passed the necessary special resolution. Guarantee companies have no share capital; their members act as guarantors, and the articles of association usually cap the maximum number of members. When a company needs to exceed that cap, Form NMEM1 is the statutory mechanism to record the change.
Purpose of Form NMEM1
Form NMEM1 gives the Companies Registry formal notice that a guarantee company has increased its member limit. Section 662 of the Companies Ordinance (Cap. 622) requires notification within 15 days of the special resolution authorising the increase. The form is the official record of that resolution and the new member count. Without this filing, the increase is not recognised on the public register, and the company retains its original member limit.
When a Guarantee Company Needs to Increase Members
A guarantee company's constitution sets a maximum number of members, often in the articles of association or memorandum. To admit more members, the company must first pass a special resolution amending the constitution to authorise the increase. Companies may need this to expand a non-profit's membership base, admit additional guarantors to support activities, or restructure membership categories. The increase applies to the total number of members, not a specific class or category.
Requirements for Filing Form NMEM1
Before filing, the company must meet several legal requirements. Directors must convene a general meeting or obtain written member consent to pass a special resolution stating the new maximum member count and amending the constitution. The company must also secure the consent of each new member, as they are guarantors who undertake to contribute to the company's assets upon winding up. The register of members must be updated to reflect the new members. The form itself requires the company number, name, the special resolution date, and the new maximum number of members.
How to Complete Form NMEM1
Form NMEM1 is a specified form from the Companies Registry website. It requires the company name and number, the date of the special resolution, the new maximum number of members, the signature of a director, company secretary, or authorised person, and the date of signing. A certified true copy of the special resolution must accompany the form. If the resolution amends the articles, attach a copy of the amended articles. Complete the form in English, Chinese, or both. The Companies Registry provides guidance notes on its specified forms index.
Filing Form NMEM1 with the Companies Registry
File Form NMEM1 electronically through the Companies Registry e-Services portal or on paper at the Registry's counter. The filing fee is payable upon submission. The form must be delivered within 15 days of the special resolution. Late filing incurs a higher registration fee and potential penalties. Once accepted, the Registry updates the company's public record to show the new member limit.
Special Resolution and Members' Consent
The special resolution is the legal foundation for the increase. Under Cap. 622, a special resolution requires at least 75% of the votes cast by entitled members, passed at a general meeting or by written resolution if the constitution permits. The company must also obtain each new member's written consent before or at the time of the increase. This consent confirms the person agrees to become a member and guarantor. Without it, the increase is invalid.
Effect on the Company Constitution
Passing the special resolution and filing Form NMEM1 amends the company's constitution to reflect the new member limit. Update internal records, including the register of members and relevant contracts. The increase does not affect the liability of existing members; each member remains liable for the amount stated in the constitution, such as HK$1. The company should notify the Inland Revenue Department if the increase affects its tax status, though this is separate from the NMEM1 filing.
Common Mistakes When Filing Form NMEM1
Common errors include filing after the 15-day deadline, failing to attach the certified copy of the special resolution, or not obtaining members' consent before filing. Using the wrong form is another mistake; Form NMEM1 is specific to guarantee companies and should not be confused with forms for share capital changes. The Registry may reject an incomplete form or one where the resolution does not clearly state the new member limit. Review the guidance notes and ensure all required documents are included to avoid rejection.
Where to Obtain Form NMEM1
Download Form NMEM1 from the Companies Registry specified forms index at www.cr.gov.hk/en/forms/specified.htm. The e-Services portal also handles electronic filing. Paper forms are available at the Registry's Queensway office in Hong Kong. Always use the current version of the form, as the Registry revises them periodically. Do not use outdated copies from third-party websites.
How to fill out Form NMEM1
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 exactly as it appears on the Certificate of Incorporation. If the name is in Chinese, use traditional Chinese characters.
2 成员人数增加的详情 Details of Increase in Number of Members
This section has two boxes that must both be completed.
增加前的注册成员人数 Registered number of members before the increase Enter the number of members the company was originally registered to have. This is the figure stated in the company's articles of association or on its original incorporation documents.
成员人数增加至 Number of members increased to Enter the new total number of members after the increase. This must be higher than the number in the box above.
3 公司议决增加成员人数的日期／公司成员人数增加的日期 Date when the Increase is Resolved by the Company or Takes Place
Enter the date in DD/MM/YYYY format. Use the earlier of: - The date the company passed a resolution to increase the number of members, or - The date the increase actually took effect.
This date triggers the 15-day filing deadline. The form must be delivered to the Companies Registry within 15 days after this date.
商业登记号码 Business Registration Number
Enter the first 8 digits of the Business Registration Certificate number issued by the Inland Revenue Department. Do not include the digits after the hyphen. For companies incorporated on or after 27 December 2023, this number is also the number shown on the Certificate of Incorporation.
5 签署 Signed
签名 Signature The form must be signed by a director or the company secretary. Delete the option that does not apply. A form that is not properly signed will be rejected.
姓名 Name Print the full name of the person signing.
日期 Date Enter the date of signature in DD/MM/YYYY format.
提交人资料 Presentor's Reference
Complete this section for correspondence purposes. Unless there is a specific issue for the Companies Registry's attention, no covering letter is required.
姓名／名称 Name 地址 Address 电话 Tel 传真 Fax 电邮 Email 档号 Reference
请勿填写本栏 For Official Use
This box is for the Companies Registry only. Do not write in it.
Common mistakes
- Wrong date: The date in box 3 must be the earlier of the resolution date or the effective date. Filing is due within 15 days of this date.
- Missing signature: The form must be signed by a director or the company secretary. Unsigned forms are rejected.
- Incorrect business registration number: Only the first 8 digits, no hyphen or following digits.
- Fee not included: The form must be delivered with the correct fee. Refer to the "Price Guide to Main Services" pamphlet. Pay by crossed cheque payable to "Companies Registry". Do not send cash.
Download the current form — always file the version on the issuing authority's site, not a copy.
Sources
More on the forms library.