Form NR4: Notice Relating to Branch Register of Members in Hong Kong

What Is Form NR4 Hong Kong Branch Register of Members?

Form NR4 notifies the Companies Registry of a branch register of members kept outside Hong Kong. A company files it when it establishes a new branch register, changes its location, or discontinues one. Under the Companies Ordinance (Cap. 622), a company limited by shares may keep a branch register of members in any jurisdiction its articles of association permit. The NR4 filing gives public notice of where that register is held, allowing anyone searching the company’s records to locate it.

The Companies Registry publishes the NR4 on its specified forms index. The current version captures the company name, the company number and the full address of the branch register. Filers must complete the form in English or Chinese and submit it with the prescribed registration fee. The Registry does not accept a simple letter in place of the specified form.

Hong Kong Branch Register of Members NR4 - When to File

File the hong kong branch register of members NR4 within 15 days after establishing a branch register outside Hong Kong. The same 15-day rule applies when the company changes the address of an existing branch register or discontinues one entirely. The 15 days run from the date the event occurs, not from the date the company passes a board resolution.

A company that has not yet established any branch register does not need the NR4. It simply keeps its principal register of members at the registered office or at another location notified on Form NR2.

NR4 Form Companies Registry Requirements

The NR4 form companies registry requires the company to supply:

• Company name and company number exactly as registered
• Date of establishment, change of address, or discontinuance of the branch register
• Full address of the branch register, including the street, building, floor, and room or unit number if applicable
• If discontinuing the register, a statement confirming that the register has been discontinued and the date of discontinuance

A director, the company secretary, or another authorised officer must sign the form. The Companies Registry does not accept a digital signature on a paper form. Electronic filing through the e-Services portal allows an authorised signatory to authenticate the submission using the portal’s login credentials.

Branch Register of Members Notice Hong Kong - Purpose

The branch register of members notice hong kong makes the location of a company’s member records transparent. Any person dealing with the company can search the public register to find where the company keeps its members’ names, addresses, and shareholdings. That includes a shareholder, a creditor, or a potential investor.

A branch register is a legal extension of the principal register. Entries in the branch register are deemed part of the principal register. The company must update both registers within the same timeframe. The NR4 ensures the public knows where to find those entries.

How NR4 Differs From NR2 and NR3

The NR4 is one of three notices about the location of company records.

Form NR2: Notice of Location of Registers and Company Records. This form notifies the location of the principal register of members, the register of directors and company secretary, the register of charges, and copies of instruments creating charges. Every company must file NR2 with its first return (NAR1) unless the registers are kept at the registered office. NR2 covers the registers the company is required to keep, but not branch registers.

Form NR3: Notice Relating to Branch Register of Debenture Holders. Use this form when a company maintains a branch register of debenture holders outside Hong Kong. NR3 and NR4 share the same structure but apply to different registers.

Form NR4: Notice Relating to Branch Register of Members. This form applies only to the company’s members. A company that has both a branch register of members and a branch register of debenture holders must file two separate forms.

The filing deadlines are identical: 15 days from the event. The fees are also the same.

Filing Deadline and Fee for Form NR4

The 15-day filing deadline runs from the date the company establishes, moves, or discontinues the branch register. Miss the deadline and the company commits an offence under the Companies Ordinance (Cap. 622). Every director and company secretary could be liable for a penalty.

The registration fee for filing Form NR4 is set by the Companies Registry and published on its fee schedule. The fee for filing a notice relating to a branch register is HK$100. The fee is the same for electronic filing through the e-Services portal and for paper filing. Late filing does not attract a higher fee on the NR4 itself, but the company may face prosecution for the default.

How to File Form NR4

Paper filing: Complete the NR4 form, sign it, and post or deliver it together with the fee to the Companies Registry at 14/F, High Block, Queensway Government Offices, 66 Queensway, Hong Kong. The Registry accepts payment by cheque, cash, or credit card in person, or by cheque by post.

Electronic filing: Log in to the Companies Registry’s e-Services portal at eregistry.gov.hk. Select the specified form NR4, complete the fields online, and pay the fee by credit card or e-cheque. The system issues an acknowledgement immediately. It updates the public register within one to two business days.

Keep a certified true copy of the filed NR4 for the company’s own records. The filed copy serves as evidence if the company ever needs to prove the location of its branch register.

Supporting Documents to Accompany Form NR4

The Companies Registry does not require any supporting document when filing NR4. The form is self-contained. The company must, however, ensure that its articles of association authorise the establishment of a branch register. If the articles are silent, amend them before filing NR4.

A company filing NR4 to report a change of address should also update its own internal register of members and any other records that reference the branch register address. No further notification to the Companies Registry is needed beyond the NR4.

Common Mistakes When Filing Form NR4

Failing to provide the full address. The Companies Registry expects a complete address, not a city or country only. A branch register kept in “Singapore” without a street address will be rejected.

Mixing up NR4 with NR2. Some companies file NR2 when they should file NR4, or vice versa. NR2 is for the location of the principal registers. NR4 is specifically for a branch register of members.

Missing the 15-day deadline. The 15 days are calendar days, not business days. A company that establishes a branch register on 1 March must file NR4 by 16 March.

Where to Find the Official Form

The most current version of Form NR4 is available on the Companies Registry’s website at cr.gov.hk/en/forms/specified.htm. The Registry revises forms periodically. A downloaded copy may become outdated. Always check the publication date on the form before filing.

The Companies Registry also provides a guide to completing specified forms, with sample entries for NR4. Find it on the same webpage as the form.