Form NR3: Notice Relating to Branch Register of Debenture Holders in Hong Kong

When to File Form NR3 Hong Kong Branch Register of Debenture Holders

A Hong Kong company files Form NR3 with the Companies Registry to establish a branch register of debenture holders outside Hong Kong or to change the location of an existing one. The company must have authority in its articles of association to keep such a register. File within 15 days. The form must state the exact address; if moving an existing register, provide both the old and new addresses. This obligation sits in the Companies Ordinance (Cap. 622).

Branch Register of Debenture Holders Notice Hong Kong

This notice is the public record of where a company keeps its register of debenture holders. Section 662 of the Companies Ordinance (Cap. 622) requires a company that keeps a branch register of debenture holders outside Hong Kong to deliver notice of that location to the Registrar, including the full address. If the company ceases to keep a branch register at a particular location, or if the register moves, file a fresh Form NR3. The Companies Registry updates the public record on receipt.

This notice is separate from the notice for a branch register of members, which uses Form NR4. Debenture holders and members are distinct categories, and the law treats them differently.

How NR3 Form Companies Registry Filing Works

Submit the form through the specified channels. The Registry accepts paper filing and electronic filing through its e-Services portal. The form is a specified form under section 662 of the Companies Ordinance.

Provide the company name and company number, the full address of the branch register of debenture holders, the date the branch register was established or the date of the change of address, and if changing location, the former address of the branch register. A director, the company secretary, or another authorised person must sign. The Companies Registry rejects unsigned forms and forms with incomplete location details.

Branch Register of Debenture Holders Location Requirements

The location must be a physical address. A post office box is not acceptable. The address must be specific enough that the register can be located for inspection. Under section 662, the branch register is part of the company's principal register of debenture holders; any entry in the branch register is deemed to be part of the principal register. Keep the branch register at the address stated on the form.

If the company changes the location, file a fresh NR3 within 15 days. Failure is an offence under the Companies Ordinance and may result in a fine. Update the company's own records to reflect the new location.

NR2 vs NR3 vs NR4: Distinguishing the Notices

The Companies Registry uses three separate forms for different locations of records. Form NR2 is the Notice of Location of Registers and Company Records, covering the location of the register of members, register of directors, register of company secretaries, and certain other company records kept at a place other than the registered office. Form NR3 is specific to a branch register of debenture holders kept outside Hong Kong. Form NR4 is the Notice Relating to Branch Register of Members, used when a company keeps a branch register of members outside Hong Kong.

Form NR2 is the most commonly filed of the three, as it applies to the physical location of the company's statutory registers. Form NR3 and NR4 are required only when the company maintains a branch register outside Hong Kong, which is less common. A company that keeps a branch register of debenture holders outside Hong Kong must also file Form NR2 for the location of its other registers, such as the register of members and register of directors, if those are kept elsewhere than the registered office.

NR4 Form vs NR3: Branch Register of Members

Form NR4 is the equivalent form for a branch register of members. The two forms serve parallel purposes under the Companies Ordinance but apply to different types of securities: NR3 applies to debenture holders, NR4 applies to members. Both forms require the full address of the branch register and must be filed within 15 days of establishing the register or changing its location. Both are filed with the Companies Registry.

A company may need to file both forms if it keeps a branch register of members and a separate branch register of debenture holders outside Hong Kong. Each form is independent. File them separately.

Filing Fee and Supporting Documents

The registration fee for filing Form NR3 is HK$15 for each notice filed through the e-Services portal. Paper filings may incur a higher fee. Submit the form together with a certified true copy of the resolution or other document authorising the establishment or change of location of the branch register. A director, the company secretary, or another authorised person must certify this supporting document.

For e-Services portal filings, upload the supporting document as a PDF. For paper filings, attach the certified true copy to the form.

Filing Deadline and Consequences of Late Filing

The deadline is 15 days after the event, either the establishment of the branch register or the change in its location. The Companies Registry calculates the 15-day period from the date of the event, not from the date the company became aware of the obligation.

Late filing is an offence under the Companies Ordinance (Cap. 622). The company and every responsible person, including a director or company secretary, may be liable to a fine. The maximum fine for non-compliance is HK$5,000, with a further daily default fine of HK$100 for continuing failure. The Companies Registry may refuse to register the form if it is filed significantly late. File as soon as possible after discovering the delinquency.

Relationship to Charge Registration

A branch register of debenture holders relates to the registration of charges under the Companies Ordinance. When a company creates a charge over its assets, it files Form NM1 (Statement of Particulars of Charge) with the Companies Registry. The charge may be secured by a trust deed or other document naming the debenture holders.

If the company keeps a branch register of debenture holders outside Hong Kong, the details of that register should be consistent with the information filed on Form NM1 or NM2 (Notification of Payment, Satisfaction of Debt or Release from Charge). The register of debenture holders is part of the company's records supporting the charge registration. A company that has filed Form NM1 for a charge should ensure that the Form NR3 reflects the correct location of the debenture holders' register. The Companies Registry cross-references these forms when inspecting company records.

Obtaining the Form and Further Guidance

Download the current version of Form NR3 from the Companies Registry's website at cr.gov.hk under the specified forms index. The Registry revises forms periodically. Always download the latest version before filing. The Company Secretaries of Hong Kong and other professional bodies publish guidance on completing the form. The Companies Registry operates a helpline for questions about specified forms.

A company unsure whether it needs to file Form NR3 should consult its company secretary or legal adviser. The consequences of failing to file include criminal liability and potential difficulties when the company later needs to prove the validity of its debenture register.