Form NNC5 Application for Registration of Eligible Company
Guide to filing Form NNC5 for the application to register an eligible company with the Hong Kong Companies Registry.
NNC5 at a glance
- Official title
- Application for Registration of Eligible Company
- Issued by
- Companies Registry
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form NNC5 Application for Registration of Eligible Company
The Form NNC5 application for registration of eligible company is the statutory form prescribed under the Companies Ordinance (Cap. 622) for a company that meets the definition of an "eligible company" to apply for registration in Hong Kong. An eligible company is a body corporate incorporated outside Hong Kong that wishes to register as a Hong Kong company under Part 16 of Cap. 622. The Companies Registry uses Form NNC5 to capture the applicant company's particulars, including its name, place of incorporation, date of incorporation, registered office address, directors and company secretary details, and share capital structure. The form must be accompanied by a certified true copy of the company's certificate of incorporation and its constitutional documents, such as the memorandum and articles of association.
Eligible Company Registration Form NNC5
The application is submitted to the Companies Registry through its e-Services portal or by paper filing. The Registry reviews the form to ensure the company's proposed name is not identical to an existing name on the Register and that the company is not prohibited from registration under Cap. 622. Once approved, the Registry issues a certificate of registration, and the company becomes a registered non-Hong Kong company with the same rights and obligations as a locally incorporated company.
Companies Registry NNC5 Application
To register an eligible company in Hong Kong, the applicant must satisfy the following conditions:
- The company must be incorporated outside Hong Kong.
- The company must have a place of business or intend to carry on business in Hong Kong.
- The company must provide a registered office address in Hong Kong.
- The company must appoint at least one director and one company secretary who are ordinarily resident in Hong Kong.
The Companies Registry requires that all documents submitted in a language other than English or Chinese be accompanied by a certified translation.
Register Eligible Company Hong Kong
The application process involves completing Form NNC5 and submitting it with the following supporting documents:
- A certified true copy of the company's certificate of incorporation.
- A certified true copy of the company's constitutional documents.
- A notice of the company's registered office address in Hong Kong (Form NN9 may be used for this purpose).
- A list of the company's directors and company secretary, including their particulars.
- A statement of the company's share capital and the amount of issued shares.
The filing fee for Form NNC5 is HK$1,720, payable at the time of submission. The Registry aims to process applications within 7 working days for electronic submissions and 14 working days for paper submissions.
Application for Registration Eligible Company
Applicants can file Form NNC5 through the Companies Registry's e-Services portal, which allows for electronic payment and tracking of the application status. Paper forms can be delivered to the Registry's office at 14/F, Queensway Government Offices, 66 Queensway, Hong Kong. The form must be signed by a director or the company secretary of the applicant company.
Submission Process
Upon registration, the company must also apply for a business registration certificate from the Inland Revenue Department using Form IRBR1. The business registration fee is HK$2,000 per year, payable at the time of application. The company must display its business registration certificate at its registered office in Hong Kong.
Business Registration Requirement
After registration, the company must file an annual return (Form NN3) with the Companies Registry within 42 days of the anniversary of its registration date. The annual return must include the company's registered office address, directors and company secretary particulars, and share capital information. Failure to file the annual return on time results in higher registration fees and potential prosecution.
The company must also file profits tax returns (Form BIR51) with the Inland Revenue Department each year, even if no tax is payable. The company must maintain proper accounting records and prepare financial statements in accordance with Hong Kong Financial Reporting Standards.
Ongoing Compliance
- Form NNC5 is used to apply for registration of an eligible company in Hong Kong.
- The application must include certified true copies of the company's incorporation certificate and constitutional documents.
- The filing fee is HK$1,720.
- The company must also apply for a business registration certificate using Form IRBR1.
- After registration, the company must file annual returns and profits tax returns.
For the latest version of Form NNC5 and detailed instructions, refer to the Companies Registry's specified forms index at cr.gov.hk/en/forms/specified.htm.
How to fill out Form NNC5
Page one of the official form. Every field named below appears on it in the same order.
7 公司名稱 Company Name to be Registered
English Company Name to be Registered Enter the proposed English company name exactly as it should appear. The name must be acceptable to the Registrar and cannot be the same as or too similar to an existing name.
Chinese Company Name to be Registered Enter the proposed Chinese company name, if any. This field is optional. If used, the name must consist of Chinese characters and also be acceptable to the Registrar.
8 擬註冊的公司類別 Type of Company to be Registered
Tick only one box: - A. A company limited by guarantee without a share capital - B. A public unlimited company with a share capital - C. A private unlimited company with a share capital
These three types are the only ones available for registration under this form. Do not tick more than one.
9 擬經營業務性質 Nature of Proposed Business
Enter a brief description of the company’s intended business activities (e.g., “retail trading”, “software development”). The Code field is for official use; you do not need to provide it unless you know the relevant Hong Kong Standard Industrial Classification code. Leave the Code blank if unsure.
10 公司在香港的註冊辦事處地址
This is the company’s registered office in Hong Kong. It must be a physical street address in Hong Kong. ”Care of” addresses and post office box numbers are not acceptable. Fill in: - Flat/Floor/Block etc. - Building - Street/Estate/Lot/Village etc. - District - Region (must be “HONG KONG”)
11 公司的聯絡資料 Contact Information of the Company
- Email Address: Provide an email address for official correspondence.
- Hong Kong Contact Telephone Number: Enter a Hong Kong number, prefixed with +852.
12-13 擔保有限公司的成員人數及成員的法律責任 (Only for company type A)
- Box 12: State the proposed number of members.
- Box 13: For each class of member, state the maximum amount each member undertakes to contribute if the company is wound up. Enter the Currency and Amount. Common mistake: leaving this blank for a guarantee company - it is required.
14 公司註冊時的股本及股份持有情況 (Only for unlimited companies, types B and C)
Fill in the share capital table with: - Class of Shares (e.g., Ordinary) - Currency - Total Amount of Share Capital Subscribed by Members (column (a)) - Total Amount Unpaid or Regarded as Unpaid (column (b)) - Total Number of Shares Issued (for each class) - Paid Up or Regarded as Paid Up (column (a) minus column (b))
Provide a Total row summing all classes.
15 股份所附帶的權利的詳情 (Only if more than one class of shares)
For unlimited companies issuing more than one class of shares, describe the rights attached to each class: voting rights, dividend rights, capital distribution rights, redeemability, etc. Leave blank if only one class exists.
16 成員 Members
Enter the first member here. If more than one member, use Continuation Sheet A (not included in this extract). Provide: - Chinese name or English name (surname and other names) - Address (physical address, no PO boxes) - For unlimited companies: Share Capital Subscribed - enter the number of shares, class, currency, and total amount. For guarantee companies, leave the share capital fields blank.
Who must sign? The form does not show a signature block, but the covering instructions (not shown here) typically require the subscriber(s) or their agent to sign. Ensure all fields are completed accurately.
Download the current form - always file the version on the issuing authority's site, not a copy.
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