Form NN16 Change of Place of Incorporation Hong Kong
Filing instructions for Form NN16 to report a change of place of incorporation for a registered non-Hong Kong company.
NN16 at a glance
- Official title
- Return of Change of Place of Incorporation
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NN16 Change of Place of Incorporation Hong Kong
A registered non-Hong Kong company changing its place of incorporation must notify the Companies Registry using Form NN16 change of place of incorporation Hong Kong. This is a statutory obligation under Part 16 of the Companies Ordinance (Cap. 622). It applies to any non-Hong Kong company already registered under that Part which subsequently changes its place of incorporation to a different jurisdiction.
This form records a fundamental change to the company's legal identity. The place of incorporation is the jurisdiction whose laws govern the company's constitution and internal affairs. Changing that jurisdiction alters the company's status as a registered non-Hong Kong company and the documents it must deliver to the Registrar.
Circumstances Requiring Form NN16
File Form NN16 whenever a non-Hong Kong company changes its place of incorporation. This occurs when a company re-domiciles from one jurisdiction to another. A company incorporated in Bermuda that re-domiciles to the Cayman Islands, for example, must report that change to the Companies Registry.
The obligation arises regardless of whether the company continues to carry on business in Hong Kong. As long as the company remains registered under Part 16, it must notify the Registrar of any change to its place of incorporation. This filing is separate from any notification about changes to the company's name, directors, or registered address.
The Companies Registry does not require Form NN16 for a company that merely changes its name or amends its constitutional documents. Those changes use Form NN10 (change of corporate name) and Form NN5 (change of charter, statutes or memorandum) respectively. Form NN16 is specific to the place of incorporation itself.
Information Required About the New Place of Incorporation
Form NN16 requires details about both the former and new place of incorporation. The key information includes:
- The full name of the company as registered in Hong Kong
- The former place of incorporation (the jurisdiction from which the company moved)
- The new place of incorporation (the jurisdiction to which the company moved)
- The date on which the change of place of incorporation took effect
- A certified true copy of the certificate of incorporation or equivalent document issued by the new jurisdiction
The certified true copy must be a copy of the official document confirming the company's incorporation in the new jurisdiction. The copy must be certified as true by the company secretary, a director, or an authorised representative. If the document is in a language other than English or Chinese, a certified translation must accompany it.
The company must also confirm that it remains a body corporate under the laws of the new place of incorporation. This confirmation is implicit in the filing, but the Registrar may request additional evidence if the nature of the new jurisdiction's laws is unclear.
Filing Steps for Form NN16
The filing process involves completing the form, attaching supporting documents, and delivering it to the Companies Registry. This Companies Registry Form NN16 guide outlines the procedure.
Step 1: Complete the form. Form NN16 is a specified form under the Companies Ordinance. The company must fill in all relevant sections, including its registered name in Hong Kong, its registration number, and the details of the change. The form is available on the Companies Registry website at the specified forms index.
Step 2: Obtain and certify the supporting document. The company must obtain a certified true copy of the certificate of incorporation or equivalent from the new jurisdiction. Certification must be done by a person authorised under the company's constitution or by the laws of the new jurisdiction.
Step 3: File the form. The company may file Form NN16 through the Companies Registry e-Services portal or by paper submission. Electronic filing is faster and provides immediate confirmation of receipt. Paper filing requires delivery to the Companies Registry's office at Queensway, Hong Kong.
Step 4: Pay the filing fee. The Companies Registry charges a fee for filing Form NN16. The current fee is specified in the Companies (Fees) Regulation. The fee is payable at the time of filing, whether online or by paper.
Step 5: Retain a copy. After filing, the company should keep a stamped copy of the form and the supporting document as evidence of compliance. The Registrar will update the company's public record to reflect the new place of incorporation.
Deadline for Filing
The Companies Ordinance does not specify a statutory deadline for filing Form NN16 in the same way it does for annual returns. The company should file the form as soon as practicable after the change takes effect. Delayed filing may result in the company's public record showing outdated information, which could affect third parties dealing with the company.
The Registrar has the power to request the form if the change comes to the Registry's attention through other means. Failure to file when required may constitute an offence under the Companies Ordinance, with potential penalties for the company and its officers.
Relationship to Other Filings
Filing Form NN16 does not replace the requirement to file an annual return. The company must continue to file Form NN3 (Annual Return of a Registered Non-Hong Kong Company) each year, showing the current place of incorporation. If the place of incorporation has changed, the annual return must reflect the new jurisdiction.
The return of change of place of incorporation is distinct from other statutory returns. The change of place of incorporation may also affect the company's obligations under the Business Registration Ordinance (Cap. 310). The company should notify the Inland Revenue Department of any change to its place of incorporation, as this may affect the business registration certificate. The IRBR2 form, filed with the initial registration, may need updating.
Practical Considerations
Companies considering a change place of incorporation Hong Kong should plan the filing carefully. The certified true copy from the new jurisdiction must be obtained before the form can be filed. If the new jurisdiction's authorities take time to issue the certificate, factor that delay into planning.
The company should also review its constitutional documents. A change of place of incorporation may require amendments to the company's memorandum or articles of association. Those amendments, if any, must be filed using Form NN5 separately.
The Companies Registry maintains a public register of non-Hong Kong companies. Anyone searching the register will see the company's place of incorporation as recorded on the most recent filing. Keeping that record accurate is important for the company's credibility with banks, suppliers, and other business partners.
How to fill out Form NN16
Page one of the official form. Every field named below appears on it in the same order.
Business Registration Number
Provide 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 registered on or after 27 December 2023, this number is also the number on the Certificate of Registration of Non-Hong Kong Company.
1. Company Name
Enter the company name exactly as it appears on the most recent certificate of registration issued by the Companies Registry. Do not use a different name or variation.
2. Place of Incorporation of the Company After the Change
Enter the jurisdiction (country or territory) that is now the company’s place of incorporation. For a non-Hong Kong company, this is the jurisdiction outside Hong Kong under whose law the company is currently registered as a company. If the company has ever transferred its domicile to another jurisdiction and is registered there, enter that current jurisdiction.
3. Date of Change
Enter the date on which the place of incorporation changed. Use the format DD/MM/YYYY. This date must match the effective date of the change under the relevant foreign law. The return must be delivered to the Registrar within one month after this date.
5. Signed
The form must be signed by a director, company secretary, manager, or authorized representative. Delete the titles that do not apply. The signer must print their name and enter the date of signing in DD/MM/YYYY format. The form will be rejected if not properly signed.
Presentor’s Reference
Complete the name, address, telephone number, fax number, email, and reference number of the person delivering the form. This is required; no covering letter is needed unless you have a specific issue to raise.
For Official Use
Do not write in this box.
Download the current form - always file the version on the issuing authority's site, not a copy.
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