Form NN5 Change of Charter Statutes Memorandum Hong Kong

Form NN5 Change of Charter Statutes Memorandum Hong Kong

A registered non-Hong Kong company uses Form NN5 to notify the Companies Registry of any alteration to its charter, statutes, or memorandum. Part 16 of the Companies Ordinance (Cap. 622) obliges a non-Hong Kong company with a registered place of business in Hong Kong to report these changes within the prescribed period. This filing keeps the public record aligned with the company's current governing documents as they exist under its place of incorporation.

What Changes Must Be Reported on Form NN5

Form NN5 covers any alteration to the constitutional documents originally delivered to the Companies Registry under section 775 of Cap. 622. A filing is required for:

• Amendment of the charter - any revision to the company's charter, articles of incorporation, or certificate of incorporation under its home jurisdiction's law.
• Alteration of the statutes - changes to the company's statutes, known as by-laws, regulations, or rules governing internal management.
• Modification of the memorandum - amendments to the memorandum of association or equivalent document defining the company's objects, powers, or share capital structure.

The form requires the alteration's date, nature, and the provisions affected. A certified true copy of the amended document must be attached. If the document is not in English or Chinese, a certified translation is also required.

Non-Hong Kong Company Constitutional Documents Change

A non-Hong Kong company constitutional documents change occurs when the company amends its governing instruments under the law of its place of incorporation. The Companies Registry does not regulate the substance of these amendments; it only requires notification to ensure the Hong Kong branch record matches the company's current constitution.

Changes requiring Form NN5 include:

• A resolution to alter the company's name in its home jurisdiction.
• An amendment to the objects clause expanding or restricting business activities.
• A revision to share capital provisions, such as creating a new class of shares.
• A change to director appointment or removal procedures in the statutes.

The filing obligation arises regardless of whether the alteration affects the company's Hong Kong operations. The duty is to report the change as it exists under the foreign law.

Companies Registry Form NN5 Guide

Follow these procedural steps to complete and deliver Form NN5:

1. Obtain the current version of Form NN5 from the Companies Registry specified forms index at cr.gov.hk. The Registry revises forms periodically; an outdated version may be rejected.
2. Complete the form in English or Chinese with the company's registered Hong Kong name, its registration number, and the date of the alteration.
3. Attach a certified true copy of the altered document certified by the company's authorised representative or a notary public in the place of incorporation. A certified translation is required if the document is not in English or Chinese.
4. Deliver the form and attachments to the Companies Registry within one month after the alteration's effective date under the foreign law, not from the date of confirmation.

The filing fee is HK$295. Late delivery attracts a higher registration fee of HK$1,200.

Alteration of Charter Hong Kong

An alteration of charter Hong Kong refers specifically to changes to the charter document of a registered non-Hong Kong company. The charter is the foundational document establishing the company's existence under its home jurisdiction. When the company amends its charter, it must file Form NN5 to update the Hong Kong public register.

The Companies Registry examines the certified true copy to confirm the alteration was properly effected under the foreign law. If the alteration involves a name change, the company must also file Form NN10 (Notice of Alteration of Corporate Name) separately. The Registry will not accept Form NN5 alone for a name change; both forms are required.

Return of Change in Statutes Form NN5

The return of change in statutes Form NN5 is the mechanism for reporting the alteration to the Companies Registry. The form serves as a return, meaning the company is providing notice of an event that has already occurred, not seeking approval.

The return must include:

• The company's registered name and registration number in Hong Kong.
• The date of the alteration.
• A description of the alteration, including the specific clauses or articles affected.
• A statement that the alteration was made in accordance with the law of the place of incorporation.

The company's authorised representative must sign the form. If the company has more than one authorised representative, any one may sign on its behalf.

Filing Procedure and Supporting Documents

The filing procedure requires attention to detail. The company must:

1. Prepare the certified true copy. Certification can be made by a director, company secretary, the company's authorised representative in Hong Kong, or a notary public in the place of incorporation.
2. Translate if necessary. If the altered document is not in English or Chinese, a certified translation into one of those languages must be provided.
3. Submit through the e-Services portal or by paper. Electronic filing is accepted at eregistry.gov.hk. Paper filing is accepted at the Registry's counter at Queensway Government Offices.
4. Pay the fee. The standard fee is HK$295. Late delivery within one month but after the due date costs HK$1,200. Delivery more than one month late may result in rejection and prosecution liability.

Consequences of Non-Compliance

Failure to file Form NN5 within the one-month period is an offence under section 790 of Cap. 622. The company and every responsible person, including the authorised representative, may be liable to a fine. The Companies Registry may also refuse to register the alteration, leaving the public record inaccurate. This can cause problems when the company needs to certify its constitutional documents for banking, contracting, or litigation.

Where to Obtain Form NN5

The current version of Form NN5 is available from the Companies Registry specified forms index at cr.gov.hk/en/forms/specified.htm. The Registry does not accept photocopies of older versions. Always download the form directly from the official site before preparing a filing.