Form NS1 Application for a New Share Certificate from a Hong Kong Company
A shareholder can use Form NS1 to formally apply to their Hong Kong company for the issuance of a new share certificate.
NS1 at a glance
- Official title
- Application for New Share Certificate
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NS1 Hong Kong: Application for New Share Certificate
Form NS1 Hong Kong notifies the Companies Registry that a company has issued a new share certificate to replace one that was lost, destroyed, or defaced. The filing is made under section 662 of the Companies Ordinance (Cap. 622) and creates a public record that the original certificate has been cancelled and a replacement issued.
When Is a New Share Certificate Needed
A shareholder needs a replacement in three principal circumstances. The certificate may be lost, destroyed, or defaced. If the shareholder cannot locate the original despite a reasonable search, it is considered lost. Physical destruction by fire or water damage also necessitates a replacement. A certificate is defaced when damage makes the share particulars illegible or the document unfit for transfer.
In every case, the company must cancel the original before issuing a replacement. The company secretary should verify the shareholder's claim, obtaining evidence such as a statutory declaration or a police report for theft before proceeding.
Application for New Share Certificate: The Shareholder's Role
The shareholder starts the process with a written request to the company. This request must contain the shareholder's full name and registered address from the register of members, the number and class of shares, and the original certificate number if known. It must also explain the circumstances of the loss, destruction, or defacement. The company may require an indemnity undertaking to protect it against any claim arising from the original certificate surfacing later.
The company may also charge a reasonable fee for the replacement, though the Companies Ordinance does not set a specific amount. The company secretary should confirm the board's fee policy.
NS1 Form Lost Share Certificate: Information Required
Once the company issues the replacement certificate, it must file Form NS1 with the Companies Registry. The form requires the company's name and number, the new certificate's date of issue, and the shareholder's name. You must also provide the number and class of shares, the new certificate's number, and a statement confirming the original certificate's cancellation. A director or the company secretary must sign the form.
Attach a certified true copy of the new certificate. The company should retain a copy of the cancelled original in its records.
Replacement Share Certificate Hong Kong: Directors' Resolution
The board must pass a resolution before the company secretary can file Form NS1. The resolution must confirm the original certificate was lost, destroyed, or defaced. It must authorise the cancellation of the original and approve the issue of a new certificate with the same share particulars. Finally, it must authorise a director or the company secretary to sign and file Form NS1.
Keep a copy of this resolution in the company's minute book. Directors must also ensure the register of members is updated to reflect the cancellation and reissue.
Role of the Company Secretary
The company secretary is typically responsible for the entire process. This includes receiving and reviewing the shareholder's application, verifying the shareholder's identity and entitlement from the register of members, and preparing the directors' resolution. The secretary drafts the new certificate, completes Form NS1, arranges signatures, and files the form. They then update all company records, including the register of members.
The company secretary must also confirm the company's articles of association permit replacement certificates. Most standard articles do, but this must be verified before proceeding.
Filing Form NS1 with the Companies Registry
Form NS1 must be delivered to the Companies Registry within the time prescribed by the Companies Ordinance. File electronically through the Companies Registry e-Services portal or submit a paper form at the counter or by post. Electronic filing requires a registered user account and digital signature. Paper forms must be signed in ink.
The filing fee is HK$105. The Registry will reject the form without a certified true copy of the new share certificate attached.
Updating Company Records
After filing, update the company's internal records. In the register of members, record the original certificate's cancellation and the replacement's issue, noting the new certificate number and date of issue. Retain copies of the cancelled certificate (if available), the directors' resolution, the shareholder's application, and the stamped, filed Form NS1 in the company records.
Notify the shareholder once the replacement certificate is issued, confirming the original is no longer valid for transfer.
Practical Considerations
Many companies require a personal indemnity or bank guarantee before issuing a replacement. This protects the company if the original certificate later surfaces and is presented by a third party. The process from application to issuance typically takes one to two weeks, depending on board meeting schedules and filing speed. If the lost certificate was issued to joint holders, all holders must sign the application and indemnity. For listed companies, the Hong Kong Stock Exchange's Listing Rules may impose additional requirements, including public notice and longer waiting periods.
Where to Find Form NS1
The current version of Form NS1 is on the Companies Registry's specified forms index. Always download the latest version from the Registry's website. The Registry revises forms periodically and will reject a stale version.
How to fill out Form NS1
Page one of the official form. Every field named below appears on it in the same order.
1. Particulars of Applicant
Name -- Enter the full name of the applicant. If the applicant is an individual, split the name into "Surname" and "Other names" in the two sub-boxes. If the applicant is a body corporate, the full entity name goes in the boxes as appropriate.
Address -- Provide the applicant's residential or registered office address.
Capacity -- Tick only one box. You are either the Registered holder (the person whose name appears on the company's register of members) or a Transferee from the registered holder (a person who claims entitlement to be entered in the register). These are the only two categories of "eligible person" under section 163(1) of the Companies Ordinance. Do not tick both.
2. Details of the Shares for which the Share Certificates have been Lost
Class of Shares -- State the share class precisely: Ordinary, Preference, Deferred, or as appropriate.
No. of Shares -- The total number of shares covered by the lost certificate(s).
Share Certificate Numbers -- Enter the number(s) printed on the lost certificate(s). If you do not know them, write "Unknown".
Distinguishing Numbers of the Shares -- Enter the serial numbers allocated to each share (if any). If unknown, write "Unknown".
Date of Last Recorded Price -- This is the date of the last transaction on the Stock Exchange of Hong Kong for shares of the same class before the application was made. Use the trading date, not the settlement date. Check the stock market records for the price.
Last Recorded Price of Each Share -- Insert the highest price paid per share on that date, in Hong Kong dollars. Two boxes are provided; use both if two classes are listed, otherwise use only one.
Latest Total Value -- Multiply the "Last Recorded Price of Each Share" by the "No. of Shares" for that class. Insert the result in the corresponding box. If there are two classes, fill both "No. of Shares" lines and both price lines, then calculate each total separately.
Grand Total Value of the Shares -- Add the "Latest Total Value" figures for all classes. Insert the sum here. This is the aggregate value for the whole application.
Business Registration Number
Enter the first 8 digits of the Business Registration Certificate number issued by the Inland Revenue Department. Do not include the hyphen or any digits after the hyphen. For companies incorporated on or after 27 December 2023, or for re-domiciled companies, this same 8-digit number appears as the "No." on the Certificate of Incorporation or Certificate of Re-domiciliation. Common mistake: including the full BR number with the suffix. Only the first 8 digits are required.
Signature and Date
Signed -- The applicant must sign this form. If the applicant is an individual, the signature is theirs. If the applicant is a body corporate, an authorised representative signs. Date -- the date of signing. No witness is required by the form text.
To: (Company Name)
Fill in the name of the listed company whose share certificate is lost. This is the company receiving the application.
Note
The form is addressed to the company, not the Companies Registry. Do not send it to the Registry unless you are lodging it as part of a separate statutory filing. The form itself does not state a filing fee or a deadline.
Download the current form - always file the version on the issuing authority's site, not a copy.
Sources
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