Form NNC1 Hong Kong: Incorporation Filing for a Company Limited by Shares

What Is Form NNC1

Form NNC1 is the incorporation document for a company limited by shares in Hong Kong. It is a specified form under the Companies Ordinance (Cap. 622). File it with the Companies Registry together with the business registration application IRBR1. The FORM NNC1 hong kong captures everything the Registrar needs to create a new company: the proposed company name, registered office address, details of the first director and company secretary, and the initial share capital structure.

A company limited by shares is the most common corporate vehicle in Hong Kong. Each member’s liability is capped at the amount unpaid on their shares. The form works alongside the Consent to Act as First Director (NNC3) and the business registration notice IRBR1 to form a complete incorporation package.

NNC1 Incorporation Form Hong Kong: What Information Is Required

The NNC1 incorporation form hong kong is divided into distinct sections. Incomplete or inconsistent particulars are the most common reason the Companies Registry rejects an application. Check each field carefully.

Company name. Provide one proposed English name, one proposed Chinese name, or both. The Companies Registry checks the name against its register of existing and reserved names. A name identical or too similar to an existing name will be rejected. The name must not contain prohibited words , “Bank” without the Hong Kong Monetary Authority’s consent, for example , and must end with “Limited” in English or the equivalent Chinese characters.

Registered office. The address must be a physical location in Hong Kong. A post office box is not acceptable. This address becomes the company’s official registered office from the date of incorporation and is where all statutory notices and legal documents are served.

Proposed first director. Name at least one director. For a private company limited by shares, the director can be an individual or a body corporate. Provide the director’s full name, residential or business address, and identity document number (Hong Kong identity card number or passport number for non-Hong Kong residents). The director must consent in writing. That consent is given on Form NNC3, filed together with NNC1.

Proposed company secretary. A company secretary is mandatory. An individual secretary must ordinarily reside in Hong Kong. A body corporate secretary must have its registered office or place of business in Hong Kong. The form asks for the secretary’s name and address. The secretary’s consent is also required on NNC3 if the same person is not also a director giving consent.

Share capital and initial allotment. The form requires the amount of the company’s proposed share capital, the number of shares, and the class of shares (usually ordinary shares). State the number of shares allotted to each proposed member , the subscriber or subscribers , and the amount paid or deemed paid on each share. Enter the total capital subscribed. The form provides a table for listing each subscriber’s name and shareholding.

Particulars of subscribers. The form collects the name, address and identity details of each person who agrees to become a member by signing the articles of association. A subscriber may also be the first director or a nominee.

NNC1 Filing Requirements Hong Kong: What You Must File Alongside

The Companies Registry imposes strict NNC1 filing requirements hong kong beyond the form itself. Submit all of the following together:

• Form NNC1, completed and signed.
• Form NNC3 (Consent to Act as First Director) for each person who is to be the first director. If the same individual is also the company secretary, you need only one NNC3.
• Form IRBR1 (Notice to Business Registration Office), the application for the company’s business registration certificate under the Business Registration Ordinance (Cap. 310).
• A certified true copy of the company’s articles of association. The articles must be signed by each subscriber in the presence of a witness. A hard copy printed from the Companies Registry’s model articles is acceptable, but it must be certified as a true copy by the person filing.
• The registration fee. The incorporation fee is HK$1,545 (as of 2026) for a company limited by shares. This includes the fee for the business registration certificate. Additional fees apply if you request same-day or 24-hour service.

File electronically through the Companies Registry e-Services portal or by paper at the Companies Registry counter or by post. Electronic filing is faster. The system checks the form for completeness before submission, reducing the chance of rejection.

NNC1 with IRBR1 Hong Kong: Why They Are Filed Together

The NNC1 with IRBR1 hong kong package is a combined application. A company cannot be incorporated without also obtaining a business registration certificate. IRBR1 is appended to the NNC1 and serves as the notice to the Business Registration Office of the Inland Revenue Department. The IRD issues the business registration certificate and charges the business registration fee: HK$2,150 per year for a one-year certificate, or HK$4,310 for a three-year certificate.

File them together. You pay one combined fee at the Companies Registry and receive both the certificate of incorporation and the business registration certificate. Filing NNC1 without IRBR1 will result in rejection.

Common Rejection Reasons for NNC1

Incomplete or inconsistent particulars. A mismatch between the name or address on NNC1 and the name or address on NNC3 or the articles is a common error. So is a missing subscriber signature on the articles or a witness who is not independent.

Missing consent from first director. The Companies Registry will not register a company unless it has received NNC3 for each proposed director. List two directors on NNC1 but submit only one NNC3, and the application will be rejected.

Name similarity issues. The Registry checks the proposed name against its database before incorporation. A name phonetically or visually similar to an existing company name triggers a notice of rejection. Use the Registry’s online name search tool before filing.

Unacceptable registered office address. The address must be a physical location in Hong Kong. A residential address is acceptable. A PO box is not.

Incorrect fee. The fee is HK$1,545 for a company limited by shares. This figure changes occasionally. Check the current fee schedule on the Companies Registry’s website before filing.

What Happens After Filing

Once the Companies Registry accepts the application, it issues a certificate of incorporation and a business registration certificate. The company legally exists on the date and time shown on the certificate. The Registry sends the NNC1 data to the public register, and the particulars , directors, secretary, registered office, share capital , become publicly searchable.

Retain a certified true copy of the filed NNC1 and the certificate of incorporation for your company records. You will need them to open a bank account, register for the Business Registration Ordinance (Cap. 310), and file the first annual return (Form NAR1) within 42 days of the company’s incorporation anniversary.

Related Forms

For completing the consent form for the first director, consult Form NNC3. For companies not limited by shares, use Form NNC1G.