Using Form NN12 to register an approved name for business in Hong Kong
How to file Form NN12 to register an approved name for a non-Hong Kong company carrying on business in Hong Kong.
NN12 at a glance
- Official title
- Return of Approved Name for Carrying on Business in Hong Kong
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Understanding Form NN12 Approved Name for Business in Hong Kong
A non-Hong Kong company that wishes to carry on business in Hong Kong must first register with the Companies Registry. One of the key steps in that process is obtaining approval for the name under which the company will operate. The Form NN12 approved name for business in Hong Kong is the document used to notify the Registrar of Companies of the name that has been approved for the company to use while carrying on business in the jurisdiction. This form is filed after the Registrar has granted initial approval of the name, and it confirms the final name that the company will use for its Hong Kong operations.
When Is Form NN12 Required?
Form NN12 is required when a registered non-Hong Kong company has obtained approval from the Companies Registry for a business name and needs to formally return that approval to the Registry. The form serves as a notification that the company accepts the approved name and will use it for carrying on business in Hong Kong. This step is part of the broader registration process under Part 16 of the Companies Ordinance (Cap. 622), which governs the registration of non-Hong Kong companies.
The form is typically filed after the Registrar has issued a certificate of registration or has otherwise confirmed that the proposed name is acceptable. The company must then submit Form NN12 to confirm that it will use that name. If the company later wishes to change its business name, it must file Form NN10 (Notice of Change of Corporate Name of a Registered Non-Hong Kong Company) rather than using Form NN12 again.
Non-Hong Kong Company Business Name Form NN12
For a non-Hong Kong company, the business name used in Hong Kong may differ from its corporate name in its place of incorporation. The Companies Registry requires that the name be approved before the company can carry on business. The non-Hong Kong company business name Form NN12 is the mechanism by which the company returns the approved name to the Registry, completing the name registration step.
The form must be signed by an authorised representative of the company. The authorised representative is the person appointed under section 662 of the Companies Ordinance (Cap. 622) to accept service of process and notices on behalf of the company. The signature confirms that the company accepts the approved name and will use it for all purposes in Hong Kong.
Companies Registry Approved Name Return
The Companies Registry approved name return is the official term for the submission of Form NN12. Once the Registrar has approved a name, the company must file this return to confirm its acceptance. The return includes the following details:
- The company's corporate name in its place of incorporation
- The approved business name for Hong Kong
- The date of the Registrar's approval
- The company's registration number in Hong Kong
- The signature of the authorised representative
The return must be accompanied by a certified true copy of the Registrar's approval letter or certificate. The certified true copy must be certified by the company's authorised representative or a notary public.
Register Business Name Hong Kong
To register business name Hong Kong for a non-Hong Kong company, the process begins with an application for registration using Form NN1 (with IRBR2). The Registrar will examine the proposed name and either approve or reject it. If approved, the company must then file Form NN12 to confirm the name. The name is not fully registered until the Registrar has received and processed the Form NN12.
The name must comply with the requirements of the Companies Ordinance (Cap. 622). It must not be identical or too similar to an existing registered name, and it must not be offensive or contrary to the public interest. The Registrar may also require the company to add "Limited" or "Company" or their Chinese equivalents to the name.
Return of Approved Name for Carrying on Business
The return of approved name for carrying on business is the final step in the name registration process. Once the Registrar has processed Form NN12, the company may begin carrying on business in Hong Kong under that name. The company must display the approved name at its registered place of business in Hong Kong and on all business documents, including letters, invoices, and order forms.
If the company fails to file Form NN12 within the prescribed period, the Registrar may refuse to register the name, and the company may not be able to carry on business in Hong Kong until the matter is resolved. The prescribed period is stated on the Registrar's approval letter, and the company should check the letter for the exact deadline.
Filing Form NN12
Form NN12 can be filed through the Companies Registry's e-Services portal or by paper submission. The e-Services portal allows for electronic filing and payment of the registration fee. Paper forms must be delivered to the Companies Registry's office in Wan Chai.
The form must be accompanied by:
- A certified true copy of the Registrar's approval letter or certificate
- The prescribed fee (the fee is set by the Companies Registry and should be confirmed at the time of filing)
The Companies Registry maintains a specified forms index on its website where the current version of Form NN12 can be downloaded. The Registry revises forms periodically, so the company should always use the latest version from the official source.
Supporting Documents
When filing Form NN12, the company must submit a certified true copy of the Registrar's approval. The certification must be made by:
- The company's authorised representative
- A solicitor or notary public in Hong Kong
- A person authorised by the law of the company's place of incorporation to certify documents
The certified true copy must bear the original signature and date of certification. Photocopies of certified documents are not acceptable.
Consequences of Non-Filing
If a non-Hong Kong company fails to file Form NN12 after receiving approval of its business name, the Registrar may treat the approval as lapsed. The company would then need to reapply for name approval, which may involve additional fees and delays. More importantly, the company cannot lawfully carry on business in Hong Kong until the name is fully registered. Carrying on business without a registered name may result in enforcement action by the Registrar, including prosecution under the Companies Ordinance (Cap. 622).
Related Forms
Form NN12 is one of several forms used by registered non-Hong Kong companies under Part 16 of the Companies Ordinance (Cap. 622). Other forms in this series include:
- Form NN1: Application for Registration as a Registered Non-Hong Kong Company
- Form NN3: Annual Return of a Registered Non-Hong Kong Company
- Form NN10: Notice of Change of Corporate Name of a Registered Non-Hong Kong Company
- Form NN13: Notice of Cessation of Place of Business in Hong Kong
Each form serves a distinct purpose in the lifecycle of a non-Hong Kong company's registration in Hong Kong. Form NN12 specifically addresses the confirmation of an approved business name, which is a prerequisite for carrying on business.
How to fill out Form NN12
Page one of the official form. Every field named below appears on it in the same order.
Business Registration Number
Enter the first 8 digits of the Business Registration Certificate number issued by the Inland Revenue Department’s Business Registration Office. Do not include the digits after the hyphen. For companies registered on or after 27 December 2023, this number also appears as the “No.” on the Certificate of Registration of Non-Hong Kong Company.
Section 1 - Corporate Name
Fill in the company’s name exactly as it appears on the most recent certificate of registration issued by the Companies Registry. Do not abbreviate or translate.
Section 2 - Approved Name for Carrying on Business in Hong Kong
You must complete either Section A or Section B. Do not fill both.
Section A - Name approved under section 782 of the Companies Ordinance. Enter the name that the Registrar of Companies has approved for the company to carry on business in Hong Kong.
Section B - Change of approved name under section 785. If the Registrar has approved a new name in place of an old one: - (a) Enter the former approved name. - (b) Enter the new approved name.
Critical points: - The name you enter in this section must already have been approved by the Registrar. You cannot submit this form to propose a name; you must have received the Registrar’s approval first. - If you are reporting a change after a section 780(1) notice, use Section A only (the replacement name approved under section 782).
Presentor’s Reference (top of form)
Complete your name (or company name), address, telephone, fax, email, and a reference number if desired. The “For Official Use” area is blank here; leave it empty. The Registry will contact you by email or fax to collect the fresh certificate. If someone else will collect on your behalf, you must sign a written authorization.
Signature
The form must be signed by a director, company secretary, manager, or authorized representative. Delete the other titles. Print the signer’s name and enter the date in DD/MM/YYYY format.
Common mistakes: - Using a handwritten form - the Registry may reject it. Type or print legibly. - Omitting the filing fee - the form will be rejected. Pay by crossed cheque payable to “Companies Registry” in Hong Kong dollars. Do not send cash. - Forgetting that the approved name must already be on the Registrar’s letter of approval. Do not fill in a name that has not yet been approved. - Including digits after the hyphen in the Business Registration Number - only the first 8 digits are required.
Download the current form - always file the version on the issuing authority's site, not a copy.
Sources
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