Hong Kong International Corporate Secretaries

Form NNC3RD Consent to be a Director of a Re-domiciled Company Hong Kong

File Form NNC3RD to provide the required consent from directors of a company re-domiciling to Hong Kong.

NNC3RD at a glance

Official title
Consent to be a Director of a Re-domiciled Company
Issued by
Companies Registry

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Form NNC3RD Consent to Be a Director of a Re-domiciled Company Hong Kong

Form NNC3RD is the required consent from every individual who will act as a director upon a company’s successful re-domiciliation to Hong Kong. When a foreign company applies to continue as a company incorporated in Hong Kong under Part 16 of the Companies Ordinance (Cap. 622), the Companies Registry demands proof that each proposed director has consented to the appointment. Form NNC3RD is that proof.

The form is filed with the main re-domiciliation application, Form NNC6. The Registry will not process the continuation application without completed consent forms for every proposed director. This form confirms each named director has agreed to act and understands the statutory duties of the role under Hong Kong law.

NNC3RD Consent Director Re-domiciled Company

The phrase “NNC3RD consent director re-domiciled company” captures the form’s purpose. It is a consent document, not a notice of appointment. This distinction is critical. The director appointments only take effect when the Companies Registry registers the re-domiciliation. Consent must be given before that registration.

Each proposed director must sign Form NNC3RD personally. The form requires the director’s full name, residential address, and a statement of consent. The Registry does not accept consent from a third party, even with a power of attorney. The signature must be on the form itself or on a certified true copy.

The form records the date of consent. This date must be on or before the date the Form NNC6 application is delivered to the Registry. If the consent is dated after the NNC6 filing, the Registry may reject the application as incomplete.

Director Consent Form Re-domiciliation Hong Kong

The “director consent form re-domiciliation Hong Kong” is one of several documents that must accompany the NNC6 application. The complete set includes:

  • Form NNC6, the application for continuation
  • A certified copy of the company's constitutional documents
  • A certified copy of the resolution authorising the re-domiciliation
  • Form NNC3RD for each proposed director
  • A statement of the company's registered office address in Hong Kong
  • The prescribed registration fee

These consent forms become part of the company’s public record at the Companies Registry. Anyone searching the company’s file can inspect the signed consents. This transparency prevents directors from later claiming they were unaware of their appointment.

The Registry requires the consent forms in their original signed form or as certified true copies. If the director is outside Hong Kong, the form may be signed abroad and certified by a notary public or a person authorised to administer oaths in that jurisdiction.

Form NNC3RD Filing Guide

This Form NNC3RD filing guide covers the practical steps for completing and submitting the form.

Completing the form

The form has three sections:

  1. Particulars of the company: Enter the proposed company name as it will appear on the certificate of continuation. This must match the name in the NNC6 application.

  2. Particulars of the director: Provide the full name (including any alias or former name), residential address, and the date of consent. A natural person director must provide a residential address. A body corporate director must give its registered or principal office address.

  3. Consent statement: The director signs a declaration consenting to act as director upon the company’s continuation in Hong Kong. The signature must be witnessed, but the witness need not be a professional.

Filing the form

Form NNC3RD must be delivered to the Companies Registry with the NNC6 application. Delivery is accepted through:

  • The e-Services portal at https://www.eregistry.gov.hk/
  • Paper filing at the Companies Registry counter

For electronic filing, scan the consent form and upload it as a PDF attachment. The Registry recommends the scan be a certified true copy of the original signed form.

After filing

The Registry will examine the NNC6 application and its supporting documents. If approved, the company receives a certificate of continuation. The directors named in the consent forms become the first directors of the re-domiciled company from the certificate’s date.

The company must then keep the consent forms as part of its company records. Under section 662 of the Companies Ordinance, the company must keep copies of all consent forms at its registered office or at a location notified to the Registry using Form NR2.

Supporting Terms in Context

The Companies Registry requires Form NNC3RD for the continuation process under Cap. 622. The form confirms the consent of the re-domiciled company’s first directors. Each director’s particulars must be stated accurately, and the form must be delivered with the main NNC6 application. The e-Services portal allows electronic submission, though the Registry may request a certified true copy of the signed original. Company records must include the consent forms, and the Hong Kong registered office must be stated on the application. Form NNC6 is the principal re-domiciliation application; Form NNC3RD is its companion document for director consent.

How to fill out Form NNC3RD

Page one of the official form. Every field named below appears on it in the same order.

How to fill out Form NNC3RD: page one of the Consent to be a Director of a Re-domiciled Company form from the Companies Registry

Business Registration Number

Enter the number shown on the Certificate of Re-domiciliation issued by the Companies Registry. This is the "No." stated on that certificate, not the company's original business registration number.

1. Company Name

Enter the full name of the re-domiciled company exactly as it appears on the Certificate of Re-domiciliation.

2. Consent to be a Director

This section has two mutually exclusive parts. Complete only the part that applies to the director.

A. Natural Person as Director

  • Name: Enter the full name of the individual who is consenting to be a director.
  • Declaration: The individual must read the statement confirming they have consented to be a director on the company's registration and that they have attained the age of 18 on the date of registration. By signing the form, they confirm this.

B. Body Corporate as Director

  • Name: Enter the full name of the body corporate that is consenting to be a director.
  • Declaration: The person signing on behalf of the body corporate must be a director, the company secretary, or an authorized person of that body corporate. The signatory confirms the body corporate has consented to be a director on the company's registration.

3. Advisory Note

This is a note only. No entry is required. It advises all directors to read the "Guide on Directors' Duties" available on the Companies Registry website.

Signed and Date

  • Signed: The director (if a natural person) must sign here. If the director is a body corporate, the authorized signatory (director, company secretary, or authorized person) must sign here. The form must be properly signed; an unsigned form will be rejected.
  • Date: Enter the date of signing in DD/MM/YYYY format.

Presentor's Reference

  • Name: Enter the name of the person or firm delivering the form.
  • Address: Enter the address of the person or firm.
  • Tel / Fax / Email: Enter contact details.
  • Reference: Enter any internal file reference.

For Official Use

Do not write in this box.

Key Points

  • Deadline: The signed form must be delivered to the Registrar of Companies within 15 days after the re-domiciliation date.
  • One director per form: Each Form NNC3RD is for one director only. If there are multiple directors, use a separate form for each.
  • Signatory for body corporate: If the director is a body corporate, the form must be signed by a director, company secretary, or authorized person of that body corporate. Provide the full name of the signatory.
  • Handwriting: Handwritten forms may be rejected. Use typed entries or clear block capitals if completing by hand.
  • Delivery: Deliver by post or in person to the Companies Registry at 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong.

Download the current form - always file the version on the issuing authority's site, not a copy.

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