Form NRC1 Notice to Company of Appointment of Receiver or Manager
How to file Form NRC1 to formally notify a Hong Kong company of the appointment of a receiver or manager.
NRC1 at a glance
- Official title
- Notice to Company of Appointment of Receiver or Manager
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NRC1 Notice to Company of Appointment of Receiver or Manager
A creditor appointing a receiver or manager over a Hong Kong company's charged assets must serve the company with Form NRC1 Notice to Company of Appointment of Receiver or Manager. This statutory document, prescribed under the Companies Ordinance (Cap. 622), notifies the company that control of its charged assets has passed to an external party. The filing ensures the company's directors and company secretary are formally aware of the appointment and can update the company records accordingly.
Purpose of Form NRC1
Form NRC1 is the official notice that a mortgagee or chargeholder has appointed a receiver or manager under the terms of a charge. The Companies Registry maintains this specified form to create a clear record of the appointment on the public register. Once filed, the notice becomes part of the company's public file, allowing creditors, business partners and other interested parties to verify who holds control over the company's charged assets.
This form is distinct from other insolvency-related filings. Unlike a winding-up petition or a creditors' voluntary liquidation, the appointment of a receiver or manager does not dissolve the company. The directors retain their duties for the uncharged assets and for general compliance obligations, but the receiver or manager takes control of the assets covered by the charge.
NRC1 Form Hong Kong Receiver Appointment
The NRC1 form requires the following particulars about the receiver or manager and the appointment:
- The name and address of the receiver or manager
- The date of the appointment
- A description of the assets over which the receiver or manager has been appointed
- The name of the person who made the appointment (typically the mortgagee or chargeholder)
- The date and particulars of the charge under which the appointment was made
The person making the appointment must complete the form in full. The Companies Registry does not accept incomplete submissions. If the charge is registered with the Registry, the form should reference the charge registration number. If the charge has not yet been registered, the appointor must first file Form NM1 (Statement of Particulars of Charge) before or at the same time as Form NRC1.
Notice of Appointment of Receiver Form NRC1 Filing Requirements
The person who appoints the receiver or manager must deliver Form NRC1 to the Companies Registry within 14 days of the appointment. This deadline runs from the date of the appointment, not from the date the receiver accepts the role. Late filing may result in a penalty, although the Ordinance does not specify a fixed penalty amount for this particular form.
The form must be delivered to the Registry's registered office address or submitted through the e-Services portal. The registration fee for Form NRC1 is HK$105 for paper filing. Electronic filing through the e-Services portal may attract a lower fee; the Registry's fee schedule should be checked at the time of filing.
Companies Registry Receiver Manager Notice Service Requirements
After filing with the Registry, the appointor must serve a copy of Form NRC1 on the company. Service must be effected at the company's registered office address as recorded with the Companies Registry. The Ordinance does not prescribe a specific method of service, but the appointor should use a method that provides proof of delivery, such as registered post or hand delivery with an acknowledgement of receipt.
The company's directors and company secretary should then update the company records to reflect the appointment. The company's register of charges must be endorsed with a note of the receiver or manager's appointment. Failure to maintain accurate company records is an offence under Cap. 622.
Form NRC1 Filing Guide
To file Form NRC1 correctly, follow these steps:
- Obtain the current version of the specified form from the Companies Registry website. The Registry revises forms periodically, and using an outdated version may cause rejection.
- Complete all sections of the form in English or Chinese. The form requires the full name and address of the receiver or manager, the date of appointment, and the particulars of the charge.
- Have the form certified as a true copy if the original is not being filed. The Registry accepts a certified true copy of the signed original.
- Pay the registration fee. The fee is HK$105 for paper filing. Electronic filing through the e-Services portal may be cheaper and faster.
- Deliver the form to the Companies Registry at 14/F, Queensway Government Offices, 66 Queensway, Hong Kong, or submit it electronically.
- Serve a copy on the company at its registered office within 14 days of the appointment.
The Registry will issue a certificate of registration upon acceptance of the form. This certificate should be retained as evidence of compliance.
Distinction From Other Forms
Form NRC1 should not be confused with Form NM10 (Notice of Charge for a Re-domiciled Company) or Form NRC3 (Abstract of Receipts and Payments by a Receiver or Manager). Form NM10 relates to charges created by companies that have re-domiciled to Hong Kong. Form NRC3 is an accounting return that the receiver or manager must file annually, showing receipts and payments during the period of the receivership. Each form serves a separate statutory purpose under Cap. 622.
Practical Considerations
The appointor should ensure that the charge under which the appointment is made is valid and enforceable. If the charge is void for non-registration under section 337 of Cap. 622, the appointment of a receiver or manager may also be invalid. The Companies Registry will reject Form NRC1 if the underlying charge is not properly registered.
The receiver or manager should also notify the Inland Revenue Department of the appointment, as the receiver assumes responsibility for the company's tax obligations in respect of the charged assets. This notification is separate from the Companies Registry filing and is not made on Form NRC1.
For further guidance, consult the Companies Registry's specified forms index at cr.gov.hk/en/forms/specified.htm or contact the Registry's enquiry service. Legal advice should be sought if the appointment involves complex security arrangements or cross-border assets.
How to fill out Form NRC1
Page one of the official form. Every field named below appears on it in the same order.
To: (Company Name)
Enter the full registered English name of the company. Check the certificate of incorporation for the exact spelling. If the company has a Chinese name, include it below the English name.
Business Registration Number
Enter the first 8 digits of the Business Registration Certificate number issued by the Inland Revenue Department. Do not include the numbers after the hyphen. For companies incorporated on or after 27 December 2023 or re-domiciled companies, this number is the same as the company number shown on the certificate of incorporation or re-domiciliation.
1 Particulars of Appointment
This section captures details for up to two appointees. Complete a block for each receiver or manager appointed.
1 Name / 2 Name
Enter the surname, then the other names of the appointee. Where multiple persons are appointed as joint appointees, use block 1 for the first and block 2 for the second. If there are more than two, use a continuation sheet.
Address
The full residential or business address of the appointee.
Capacity
Tick exactly one box: Receiver, Manager, or Receiver and Manager. Only one capacity per appointee is allowed. Do not tick more than one.
2 Notice
I/We* hereby give notice that
Strike out “I” or “We” as appropriate. If a sole appointee, delete “We”. If joint appointees, delete “I”.
Under an order of the (a)
Enter the name of the court that made the order, for example “High Court of the Hong Kong Special Administrative Region”.
dated
The date of the court order.
in the matter of (b)
The short title of the action, for example “Action No. HCA 1234/2024”.
I was/we were* appointed joint* receiver/manager/receiver and manager*
Strike out the inapplicable words: “I” or “we”, “joint” if not appointed jointly, and the capacity that does not apply.
of (c)
A short recital from the order of the property over which the appointment is made, for example “the whole of the property” or “all assets charged”.
On the day of
The date of appointment. If the appointment is under a court order, this date must match the order date given above. If under an instrument, this is the date of the instrument.
I was/we were* appointed joint* receiver/manager/receiver and manager* of (d)
A short description of the property over which the appointment is made, for example “the company’s undertaking and assets”.
under the powers contained in (e)
The full description of the instrument, for example “a debenture dated 1 January 2024 granted by the company in favour of ABC Bank Limited”.
dated
The date of the instrument. Must match the date in the instrument description.
3 Signed
The form must be signed by every receiver or manager. If joint receivers or managers are appointed, all must sign. Each signatory provides:
- Signed: signature.
- Name: full name in block letters.
- Receiver/Manager/Receiver & Manager*: strike out two of the three options to show the capacity.
- Date: date of signing.
Each appointee completes a separate signature block.
Download the current form — always file the version on the issuing authority's site, not a copy.
Sources
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