Form NNC1G Hong Kong: Incorporation Filing for a Company Not Limited by Shares

Form NNC1G: Incorporation for a Company Not Limited by Shares

Form NNC1G incorporates a Hong Kong company not limited by shares, a company limited by guarantee or an unlimited company. File it with the Companies Registry under the Companies Ordinance (Cap. 622). The filing must be accompanied by the IRBR1 notice to the Business Registration Office and a Form NNC3 consent for each first director. Unlike Form NNC1, used for companies limited by shares, NNC1G has no share capital fields. Its structure is built around the guarantee members or guarantors who underwrite the company's liabilities.

Completing the Form NNC1G Hong Kong Incorporation Form

Form NNC1G requires particulars about the proposed company. The first part records the proposed company name in English, the proposed company name in Chinese, and the company type. The company type is either a company limited by guarantee or an unlimited company.

State the principal place of business in Hong Kong as the intended registered office address. A correspondence address may be given temporarily if a registered office is not yet arranged. The company must notify the Registry of the actual registered office within 28 days of incorporation using Form NR1.

The guarantee clause is the core of a company limited by guarantee. NNC1G asks for the amount each member undertakes to contribute if the company is wound up. This is a nominal sum such as HK$1. The form also requires the applicant to confirm whether the company will have a share capital. If the answer is yes, possible only for an unlimited company with a share capital, additional fields for share capital details appear. For a guarantee company, these are absent.

The form captures the first director or directors and the company secretary. At least one director must be a natural person. The company secretary must be an individual ordinarily resident in Hong Kong or a body corporate with its registered office in Hong Kong. The particulars include full name, residential address (for a director) or principal office address (for a company secretary), and the identity document number. Each person named as a first director must also sign Form NNC3. Submit that form with the application.

NNC1G Incorporation Form: Filing Requirements

The filing requirements for NNC1G are set out in the Companies Ordinance (Cap. 622) and the Companies (Forms) Rules. Deliver the completed form to the Companies Registry together with the registration fee. The fee structure for NNC1G is not the same as for NNC1. The applicable fees are published on the Companies Registry website and depend on the amount of nominal share capital (if any) and the type of company. Check the current fee schedule on the Registry's site.

The form must be signed by the applicant, a director or a company secretary of the proposed company, or by a person named in the form as a director or secretary. Electronic filing is accepted through the Companies Registry e-Services portal. Paper filing is also possible. The Registry may take longer to process paper applications. All supporting documents, including certified true copies of identity documents for directors and the company secretary, must be submitted with the paper application.

File the IRBR1 simultaneously with NNC1G. This notice to the Business Registration Office under the Business Registration Ordinance (Cap. 310) registers the company for business tax purposes. The IRBR1 captures the principal business activity and the business registration fee. Pay the business registration fee together with the incorporation fee. The Registry forwards the IRBR1 to the Inland Revenue Department.

Hong Kong Company Limited by Guarantee NNC1G: Key Differences From NNC1

A Hong Kong company limited by guarantee NNC1G differs from NNC1 because it is used for entities without share capital. Members do not own shares. They promise to contribute a fixed amount, the guarantee, if the company is wound up. This structure is common for charities, trade associations, clubs, and professional bodies.

Form NNC1G does not contain fields for allotment of shares, share capital amounts, or number of shares issued. Instead, it asks for the number of members at incorporation and the amount of the guarantee. The number of members is one or more. The applicant must also state whether the company is to be limited by guarantee or unlimited. An unlimited company does not limit the liability of its members. It may still be formed using NNC1G.

The registration fee for a company limited by guarantee differs from that for a company limited by shares. Consult the Companies Registry fee schedule.

NNC1G Filing Requirements: Supporting Documents and Verification

To complete the NNC1G filing requirements, submit the following alongside NNC1G:

• Form IRBR1 (Notice to Business Registration Office) completed in duplicate.
• Form NNC3 (Consent to Act as First Director) for each person named as a first director.
• A certified true copy of the identity document for each director and the company secretary. For a Hong Kong identity card, a certified copy is sufficient. For a passport or other document, a certified true copy is required.
• If the company name includes a word or phrase that requires the Registrar's approval, "bank", "trust", "university", attach the approval letter.

Verify that all particulars are accurate. Common reasons for rejection include incomplete fields, missing signatures, non-conforming supporting documents, and failure to pay the correct fee. The Companies Registry may reject the application and return the forms for correction. This causes delay.

NNC1G with IRBR1: Filing Together

The requirement to file NNC1G with IRBR1 is mandatory. The IRBR1 is the notice to the Business Registration Office that registers the company for business registration under Cap. 310. Submit the two forms together to the Companies Registry. The Registry forwards the IRBR1 to the Inland Revenue Department.

The IRBR1 captures the company's business name, which may differ from the registered company name, the principal business address, the date of commencement of business, and the nature of business. Pay the business registration fee at the time of incorporation. The IRB issues a Business Registration Certificate and a Certificate of Incorporation upon successful application.

If the IRBR1 is not filed, the application will be rejected. Complete the IRBR1 correctly. Errors may delay the issuance of the Business Registration Certificate.

Filing Channels for NNC1G

The Companies Registry accepts NNC1G through two channels:

• Electronic filing via the e-Services portal (www.eregistry.gov.hk). This method requires a registered account and a valid digital certificate. The Registry processes electronic applications faster than paper ones. Upload supporting documents as PDF files.
• Paper filing by post or in person at the Companies Registry counter. Paper applications are processed in the order received and may take longer. Certified true copies must be physical documents stamped by a professional such as a solicitor or a certified public accountant.

The Inland Revenue Department does not accept NNC1G. File the form only with the Companies Registry. The business registration is handled by the Registry as part of the IRBR1 routing.

Common Rejection Reasons for NNC1G

The Companies Registry may reject an NNC1G application for several reasons:

• Incomplete or incorrect particulars. The guarantee amount is left blank, or the address is not a physical location in Hong Kong. A PO Box is not acceptable.
• Missing signatures. The form must be signed by the applicant. If the applicant is a firm, a partner must sign. If a corporation, a director or secretary.
• Missing supporting documents. NNC3 for each first director must be present. The IRBR1 must be completed and attached.
• Non-compliant company name. The name is offensive, identical to an existing name, or requires approval without evidence of such approval. The application will be returned.
• Incorrect fee. The Registry checks the fee paid. An underpayment leads to rejection.
• Missing certified true copies of identity documents for paper filings.

NNC3 for First Director Consent

Every NNC1G application must be accompanied by Form NNC3 for each first director. Form NNC3 is the consent to act as a first director of the proposed company. It records the director's name, address, and identity document number, and is signed by the director. The form is a statutory declaration. It must be witnessed by a solicitor, a certified public accountant, or a person authorised by the Companies Registry.

Date the NNC3 on or before the date of incorporation. If a director is appointed after incorporation, use Form ND2A instead. File the NNC3 together with NNC1G. It becomes part of the company's records.

Once the NNC1G is approved, the Companies Registry issues a Certificate of Incorporation and the Inland Revenue Department issues a Business Registration Certificate. The company is then legally formed and may commence business.