Filing Form NSC1 for a Return of Allotment of Shares in Hong Kong
Use Form NSC1 to report an allotment of shares to the Hong Kong Companies Registry within one month.
NSC1 at a glance
- Official title
- Return of Allotment
- Issued by
- Companies Registry
- Deadline
- Within one month of the allotment
- e-Filing
- Available
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NSC1 Hong Kong: Return of Allotment of Shares
A Hong Kong company issuing new shares must report the allotment to the Companies Registry using Form NSC1, the return of allotment prescribed under the Companies Ordinance (Cap. 622). File it within one month of the allotment date. The form records the shares issued, the consideration received and the identity of the allottees.
What Details Must Be Included in Form NSC1
Form NSC1 requires the company to provide:
- Number and class of shares allotted: Specify whether the shares are ordinary, preference, or another class, and state the total number allotted.
- Amount paid or unpaid on each share: For each share, state the amount paid up and the amount remaining unpaid. If shares are issued partly paid, the unpaid amount must be recorded.
- Names of allottees: List every person or entity that received shares. Provide each allottee's full name and address.
- Date of allotment: The exact date on which the shares were allotted.
- Consideration: If shares are allotted for cash, state the total amount received. If allotted for non-cash consideration such as assets or services, describe the consideration and its value.
A director or the company secretary must sign the form. Where shares are issued for non-cash consideration, a certified true copy of any contract relating to the allotment must accompany the form.
Hong Kong Share Allotment Form: Filing Deadline
The filing deadline for the Hong Kong share allotment form is strict. Form NSC1 must be delivered to the Companies Registry within one month of the allotment date. Shares allotted on 15 March must reach the Registry by 14 April.
Late filing attracts a higher registration fee. The on-time registration fee for NSC1 is HK$105. Filed more than one month late but within three months, the fee rises to HK$870. Between three and six months late: HK$1,740. Between six and nine months: HK$2,610. Beyond nine months, the fee is HK$3,480. The company and its officers may also face prosecution for non-compliance.
NSC1 Filing Hong Kong: How to Submit
For NSC1 filing Hong Kong, the company has two channels:
- Electronic filing: Through the Companies Registry e-Services portal at https://www.eregistry.gov.hk/. Complete and submit the form online. Pay the registration fee by credit card or electronic payment.
- Paper filing: Print the form, complete it manually, and deliver it to the Companies Registry at Queensway Government Offices, 15/F, 66 Queensway, Hong Kong. Pay by cheque or at the counter.
Electronic filing means faster processing and lower risk of rejection due to formatting errors.
Return of Allotment Hong Kong: Why It Matters
The return of allotment requirement updates the public register so that anyone searching a company's records can see its current issued share capital. It also ensures compliance with section 662 of the Companies Ordinance, which requires every allotment to be reported. A company that fails to file may be unable to prove its share capital structure. That can affect future transactions such as share transfers or further allotments.
Contrast with NSC2 and NSC11
Form NSC1 is one of three share capital forms under the Companies Ordinance. Distinguish it from the others:
- NSC2: Use this form for a return of share redemption or buy-back. A company that redeems or buys back its own shares files NSC2, not NSC1. The deadline is one month from the redemption or buy-back date.
- NSC11: This form is a notice of alteration of share capital. It covers consolidation or subdivision of shares, conversion of shares into stock, or cancellation of unissued shares. NSC11 is not for new allotments. It handles structural changes to existing share capital.
A company that allots shares uses NSC1. A company that reduces its share capital through a buy-back uses NSC2. A company that reorganises its existing share capital uses NSC11. Using the wrong form can result in rejection and additional fees.
Supporting Documents
When filing Form NSC1, the company must attach:
- A certified true copy of the board resolution authorising the allotment. If the resolution is in writing, a copy certified by a director or the company secretary.
- If shares are allotted for non-cash consideration, a certified true copy of the contract or agreement under which the shares are issued.
- If the allottee is a corporation, no additional document is required beyond the allottee's name and address.
The Companies Registry may request further information if the form is incomplete or the supporting documents are insufficient.
Registration Fee
The registration fee for Form NSC1 is HK$105 if filed on time. This fee covers the cost of updating the public register. It is non-refundable even if the form is rejected for errors. Double-check the form before submission. A resubmission means paying the higher registration fee again.
Where to Obtain Form NSC1
Form NSC1 is available from the Companies Registry specified forms index at https://www.cr.gov.hk/en/forms/specified.htm. The Registry revises forms periodically. Always download the current version from the official site rather than using a saved copy. The form is also accessible through the e-Services portal for electronic filing.
How to fill out Form NSC1
Page one of the official form. Every field named below appears on it in the same order.
1 公司名称 Company Name
Enter the exact name of the company as it appears on the Certificate of Incorporation.
2 配发股份的日期 Date of Allotment
Enter the date the shares were allotted. If the allotment occurred over a range of dates, enter the first date in the “From” boxes and the last date in the “To” boxes. Use DD/MM/YYYY format.
3 是次股份配发的总款额 Totals of this Allotment
Tick one box only.
- Box A: If the company’s issued share capital increased as a result of this allotment, enter the currency and the amount of the increase.
- Box B: Tick this box if the issued share capital did not increase (e.g., shares were allotted at par and the capital remained the same). If you tick Box B, you do not need to complete Section 4.
4 配发股份的详情 Details of Shares Allotted
Complete Section A, Section B, or both, depending on the consideration.
- Section A (Cash Consideration): For each class of shares allotted, enter the class (e.g., Ordinary, Preference), currency, number of shares allotted, the amount paid or regarded as paid on each share, and the amount unpaid or regarded as unpaid on each share.
- Section B (Non-Cash Consideration): For shares allotted wholly or partly for non-cash consideration, enter the class, currency, number of shares, amount paid/regarded as paid, and amount unpaid/regarded as unpaid.
- Section C (Details of Non-Cash Consideration): Tick the relevant box to describe the legal basis for the non-cash allotment. Then provide the particulars in the space provided. If the contract is not in writing, you must attach Schedule 1 (see below).
5 获配发股份者的详情 Details of Allottee(s)
Tick one box to indicate where the allottee details are listed:
- Box A: Details are in Schedule 2 (attached to this form).
- Box B: Details are on a CD-ROM or DVD-ROM attached to this form. Note that these details will be publicly searchable in PDF format.
6 股本说明 Statement of Capital (As at the Time Immediately After the Allotment of Shares)
- Section A (Share Capital): For each class of shares issued after the allotment, enter the class, currency, total number, total amount, total amount paid up or regarded as paid up, and total amount unpaid or regarded as unpaid. Use Continuation Sheet B if needed.
- Section B (Particulars of Rights Attached to Shares): Complete this section only if the company has more than one class of shares. For each class, describe the rights attached, including voting rights, rights to participate in dividend and capital distributions, and whether the shares are redeemable. Use Continuation Sheet C if needed.
签署 Signed
The form must be signed by a Director or the Company Secretary. Delete the title that does not apply. Enter the signatory’s name and the date of signing in DD/MM/YYYY format.
附表一 Schedule 1 (Non-Cash Consideration - Contract Not in Writing)
Attach this schedule only if you ticked the last box in Section 4C (contract not reduced to writing).
- Section A: If the allotment is in satisfaction of a purchase price for property, describe the property and complete the breakdown of the purchase price (shares, cash, debt released/liabilities assumed).
- Section B: If the consideration is services or other non-property consideration, state the nature of that consideration and the number of shares allotted.
Download the current form — always file the version on the issuing authority's site, not a copy.
Sources
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