Form NSC13 Hong Kong Notice of Redenomination of Share Capital
A guide to filing Form NSC13 to officially record the redenomination of your company's share capital with the Hong Kong Companies Registry.
NSC13 at a glance
- Official title
- Notice of Redenomination of Share Capital
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Overview of Form NSC13 Hong Kong
A company changing the currency of its share capital must notify the Companies Registry using Form NSC13 Hong Kong. This statutory form, officially the "Notice of Redenomination of Share Capital", records the change under the Companies Ordinance (Cap. 622). It documents the company's alteration of the nominal value of its shares from one currency to another, for instance from Hong Kong dollars to US dollars or renminbi to Singapore dollars.
Redenomination changes the share capital's currency without affecting the number of shares issued. The nominal value of each share is recalculated at the applicable exchange rate. File Form NSC13 within 15 days after the redenomination's effective date.
Share Capital Redenomination Hong Kong: When Is It Permitted
A Hong Kong company may redenominate its share capital if its constitution (articles of association) does not prohibit it. The Companies Ordinance (Cap. 622) permits this alteration under section 662. The change applies to both issued and unissued shares.
The redenomination becomes effective on the date specified in the special resolution, or the date the resolution is passed, whichever the resolution states. The company must use a reasonable exchange rate and apply it consistently to all shares.
Changing Share Currency Companies Registry: The Role of Form NSC13
The Companies Registry maintains the public record of a company's share capital. It must be informed of any currency change to keep the register accurate. Form NSC13 is the instrument for this notification.
The form requires the company's name and registration number, the existing and new currencies, the effective date of the redenomination, and a statement confirming authorisation by special resolution. A director, the company secretary, or an authorised representative must sign the completed form.
NSC13 Form Filing Guide: Step-by-Step Process
Step 1: Pass a Special Resolution
The company must pass a special resolution authorising the redenomination. This requires at least 75% of votes cast by entitled shareholders. The resolution must specify the existing and new currencies, the exchange rate or method for determining it, and the effective date. A certified true copy of this resolution must be filed with Form NSC13.
Step 2: Complete Form NSC13
Obtain the form from the Companies Registry's specified forms index. Section 1 requires the company's name and registration number. Section 2 details the share capital before redenomination. Section 3 records the new currency and redenomination date. Section 4 contains declarations. Complete the form in either English or Chinese; both versions are available.
Step 3: Attach the Certified True Copy of the Special Resolution
Submit a certified true copy of the special resolution with Form NSC13. A director or the company secretary must certify the copy is a true and accurate reproduction of the original resolution.
Step 4: Submit to the Companies Registry
Submit Form NSC13 either electronically through the e-Services portal or by post or in person at the Companies Registry's office. Electronic filing is faster and cheaper. The portal allows the company to upload the form and the certified resolution, pay the fee, and receive an acknowledgement.
Step 5: Pay the Registration Fee
The registration fee for filing Form NSC13 is HK$295. This fee covers processing and updating the public register. Late filing incurs a higher fee of HK$1,200.
Step 6: File Within the Deadline
Deliver Form NSC13 to the Companies Registry within 15 days after the redenomination's effective date. This 15-day period starts from the date the redenomination takes effect, not from the date the special resolution is passed.
Effect on Share Nominal Value and Other Particulars of Shares
Redenomination changes each share's nominal value to its equivalent in the new currency. For example, a share with a nominal value of HK$1.00 redenominated to US dollars at an exchange rate of 7.80 would have a new nominal value of approximately US$0.1282. The company must recalculate the nominal value for each class of shares.
The number of shares issued, the rights attached to the shares, and the shareholding structure remain unchanged. The company must update its internal registers, including the register of members, to reflect the new nominal values.
Relationship with the Company Constitution
A company's constitution may contain provisions about the share capital's currency. Directors must review the constitution to confirm there is no prohibition before proceeding. If the constitution requires a specific currency, the company must first alter its articles using Form NAA1.
The constitution may also set requirements for the exchange rate calculation or how the redenomination is recorded. The company must comply with any such requirements.
Filing Requirements with the Companies Registry: Summary Table
| Requirement | Detail |
|---|---|
| Form to use | NSC13 |
| Supporting document | Certified true copy of special resolution |
| Filing deadline | Within 15 days of the effective date of redenomination |
| Registration fee (on time) | HK$295 |
| Higher registration fee (late) | HK$1,200 |
| Signatory | Director, company secretary, or authorised representative |
| Filing channels | e-Services portal or paper submission |
Common Questions About Form NSC13 Hong Kong
Can a company redenominate more than once? Yes. Each change requires a separate special resolution and a new Form NSC13.
Does redenomination affect the company's profits tax position? No. The Inland Revenue Department treats this as a capital matter, not one that triggers profits tax liability. Keep records of the exchange rates used.
What if the company misses the 15-day deadline? The registration fee rises to HK$1,200. File as soon as possible. Continued failure to file may lead to the company being struck off the register.
Can Form NSC13 be submitted by a third party? Yes. A licensed company secretary or corporate services provider can submit the form on the company's behalf. The form still requires a signature from a director, company secretary, or authorised representative.
Where to Obtain Form NSC13
Download Form NSC13 from the Companies Registry's specified forms index. The Registry provides English and Chinese versions; always use the current version.
The e-Services portal allows electronic submission and payment, the recommended method for most companies. It provides an immediate acknowledgement and reduces the risk of errors from paper submissions.
How to fill out Form NSC13
Page one of the official form. Every field named below appears on it in the same order.
商業登記號碼 (Business Registration Number)
Enter the company’s Business Registration number as shown on the BR certificate issued by the Inland Revenue Department.
1 公司名稱 (Company Name)
Enter the full, current name of the company exactly as it appears on the Certificate of Incorporation.
2 股本幣值重訂的決議 (Resolution for Redenomination of Share Capital)
決議通過日期 (Date of Passing the Resolution) Enter the date on which the board (or members, if applicable) passed the resolution to redenominate the share capital. Use DD/MM/YYYY format. This date must match the date recorded in the company’s minutes of the meeting or written resolution.
3 股本幣值重訂的詳情 (Details of Redenomination of Share Capital)
Complete one row for each class of shares affected. The columns are: - 股份的類別 (Class of Shares) - e.g. Ordinary, Preference. - 重訂前的貨幣單位 (Currency Before Redenomination) - the original currency (e.g. HKD). - 重訂前已發行股本的總款額 (Total Amount of Issued Capital Before Redenomination) - the total issued amount in the original currency. - 重訂後的貨幣單位 (Currency After Redenomination) - the new currency (e.g. USD). - 重訂後已發行股本的總款額 (Total Amount of Issued Capital After Redenomination) - the total issued amount in the new currency. - 決議所指定的匯率 (Exchange Rate Specified in the Resolution) - the exact rate used for conversion, as stated in the resolution.
4 股本說明 (Statement of Capital)
This section must reflect the company’s share capital immediately after the redenomination takes effect.
A. 股本 (Share Capital) For each class of shares, provide: - 貨幣單位 (Currency) - the new currency after redenomination. - 總數 (Total Number) - number of issued shares. - 總款額 (Total Amount) - total nominal value of those shares. - 已繳或視作已繳的總款額 (Total Amount Paid up or Regarded as Paid up) - column (a). - 未繳或視作未繳的總款額 (Total Amount Unpaid or Regarded as Unpaid) - column (b). - (a) - (b) - the difference between paid-up and unpaid amounts.
If there are more classes than fit on the main form, use 續頁A (Continuation Sheet A).
B. 股份所附帶的權利的詳情 (Particulars of Rights Attached to Shares) Only complete this if the company has more than one class of shares. For each class, describe: - Voting rights. - Rights to participate in dividend distributions. - Rights to participate in capital distributions. - Whether the shares are redeemable.
If space is insufficient, use 續頁B (Continuation Sheet B).
提交人資料 (Presentor’s Reference)
Optional. Enter the name, address, telephone, fax, email, and reference number of the person lodging the form. This section is for the filer’s internal tracking; the “For Official Use” box is left blank.
5 簽署 (Signed)
The form must be signed by a Director or the Company Secretary. Delete the inapplicable title. Enter the signatory’s full name and the date of signing in DD/MM/YYYY format.
Common mistakes: - The date in section 2 must match the resolution date in the company records. - Section 4 figures must be consistent with the redenomination details in section 3. - Do not leave the “Currency” column blank in section 4A; it must show the new currency. - If using continuation sheets, tick the boxes at the bottom of the main form and state the total number of pages.
Download the current form - always file the version on the issuing authority's site, not a copy.
Sources
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