Form NNC3 Hong Kong: Consent to Act as First Director of a New Company

Form NNC3 Hong Kong Consent to Act as First Director

Form NNC3 is the specified form a proposed director must sign to confirm they consent to act as the first director of a Hong Kong company. Every company incorporated under the Companies Ordinance (Cap. 622) must have at least one director. That person’s written consent must be delivered to the Companies Registry at the time of incorporation. The consent is a legal requirement, not an administrative courtesy.

Complete and file Form NNC3 together with either Form NNC1 (for a company limited by shares) or Form NNC1G (for a company not limited by shares). No separate registration fee applies to NNC3; the filing cost is included in the incorporation fee paid with the main application. The Companies Registry will reject the incorporation if NNC3 is missing, incomplete, or not signed by the proposed director.

Required Information on the Form

The proposed director must provide their full name, correspondence address, and signature. The name should match the identity document the director will use for verification. If the director holds a Hong Kong identity card, state that number. For a director who is not a Hong Kong resident, a passport number and country of issue are required instead.

The form also requires the proposed director’s residential or business address. The Companies Registry will accept a care-of address if the director cannot provide a full residential address. The address will appear on the public register unless an application for non-disclosure has been approved. The consent must be dated and signed by the director in his or her personal capacity. A corporate director, a company acting as director of another company, must sign through its authorised representative, and the representative’s authority should be clear.

NNC3 Consent to Act as Director Hong Kong

The purpose of NNC3 is to confirm that the person named as first director has agreed to take up the office. The Companies Ordinance (Cap. 622) requires every director to consent in writing before their appointment can take effect. For a company’s first directors, that consent must be lodged with the Companies Registry as part of the incorporation documents.

The form serves as proof that the director has been properly appointed and has accepted the role. Without a valid consent, the appointment is invalid. The company may face complications when filing later documents such as the annual return (NAR1) or a notice of change of director (ND2A). The Companies Registry will check that the consent matches the particulars stated on the incorporation form (NNC1 or NNC1G) and that the signature is genuine.

Hong Kong First Director Consent Form

The first director consent form is a single-page document. It does not require a witness or a company seal. The director must sign it personally. The signature should be in ink if the form is filed on paper. If the incorporation is filed electronically through the Companies Registry e-Services portal, the director can sign the form using a digital signature or by scanning a wet-ink signed copy and uploading it with the electronic application.

The form is submitted as part of the incorporation package. It is not filed separately after incorporation. If the incorporation is delayed or cancelled, the consent form remains valid for that specific application only. A new consent would be needed if the incorporation is resubmitted with different director particulars.

NNC3 Filing Requirements

The filing requirements for NNC3 are straightforward but strict. The form must be:

• Completed in English or Chinese. Both languages are acceptable, but the same language must be used consistently throughout the incorporation forms.
• Signed by the proposed director. A person who will be the sole director must sign as both director and, if applicable, as the company secretary. The signing person must not be a minor, an undischarged bankrupt, or a person disqualified from being a director under Cap. 622.
• Filed simultaneously with the incorporation forms. If NNC3 is delivered separately, the Companies Registry will not process it. The consent and the main incorporation form (NNC1 or NNC1G) must be tied together as a single submission.
• Accompanied by any required supporting documents. For a director who is a corporation, a certified true copy of the resolution appointing the representative may be requested. The Companies Registry may also ask for a translation if the consent is not in English or Chinese.

The form does not carry its own filing fee. The registration fee for incorporation covers all documents in the package. If the incorporation application is rejected, the registration fee is not refunded, and a fresh application with a new NNC3 will be required.

NNC3 Incorporation Form

NNC3 is one of several incorporation forms that must be lodged at the time of setting up a Hong Kong company. The other incorporation forms are NNC1 or NNC1G (depending on the company type) and IRBR1 (the notice to the Business Registration Office of the Inland Revenue Department). Together, these forms constitute the incorporation package.

The Companies Registry will check that the first director named on NNC3 is the same person shown as director on the incorporation form. If the particulars differ, the Registry will reject the application. The form must also state the director’s consent period, which is from the date of incorporation until the director resigns, is removed, or the company is wound up. A director cannot limit the consent to a fixed term on this form; that would be recorded separately in the company’s articles of association.

Rejection Reasons

The Companies Registry may reject NNC3 for several common reasons:

• The signature is missing or does not match the name on the form. A signature that appears to be typed or printed without a handwritten element on a paper form will be rejected.
• The director’s particulars are incomplete. Missing address, missing identity document number, or an unclear description of the director’s capacity will cause rejection.
• The director is disqualified under Cap. 622. A person who has been removed as a director by a court order, who is an undischarged bankrupt, or who is otherwise prohibited from acting as a director cannot consent. The Registry will check its own records and may reject the consent if the person appears on the disqualification list.
• The form is not signed by the proposed director. A third party, such as a company secretary or a solicitor, cannot sign NNC3 on the director’s behalf unless the director has granted specific authority and the Registry accepts it. In practice, only the director’s own signature is accepted.
• The form is older than the date of incorporation. The consent must be signed on or before the date the incorporation documents are delivered. A post-dated consent or one signed after the incorporation is invalid.

After Acceptance

Once the Companies Registry accepts the incorporation and NNC3, the consent is placed on the company’s public register. Any person who searches the company’s records at the Registry can view the form. The director should keep a copy of the signed consent for their own records. It may be needed if a dispute arises over the director’s appointment or if the company later files forms such as ND2A (notice of appointment or cessation of director) or ND4 (notice of resignation of director).

The consent is a one-time requirement. It does not need to be renewed. If the director changes after incorporation, a new consent is not required. Instead, the change is reported on Form ND2A, and the new director’s consent is indicated on that form. The Companies Ordinance does not require a separate consent form for a director appointed after incorporation; the consent is given on the ND2A itself.