Filing Form NSC21 Return of Particulars of Members for Re-domiciled Company

Form NSC21 Return of Particulars of Members of Re-Domiciled Company

A company re-domiciling to Hong Kong under Part 16A of the Companies Ordinance (Cap. 622) must file Form NSC21 Return of Particulars of Members of Re-Domiciled Company. This one-off filing establishes the initial register of members in Hong Kong and is a mandatory step in the re-domiciliation process. Unlike the annual return (NAR1), which updates member information each year, Form NSC21 provides the complete member particulars at the point the company becomes a Hong Kong company.

Purpose of Form NSC21 for Re-Domiciled Companies

The Companies Registry requires Form NSC21 to record the full details of every member of a re-domiciled company. The form serves as the foundation for the company's Hong Kong register of members. Section 662 of the Companies Ordinance (Cap. 622) requires every company to maintain a register of members; for a re-domiciled company, Form NSC21 is the instrument that populates that register for the first time.

The form must be delivered to the Companies Registry within the time specified in the re-domiciliation provisions. The Registrar will not issue the certificate of re-domiciliation until the form is accepted. The particulars on Form NSC21 become the official record of members from the date of re-domiciliation.

NSC21 Form Re-Domiciled Company Members: What Must Be Included

For each member, Form NSC21 requires the following particulars:

• Full name (for individuals, the surname and given name; for corporate members, the registered name)
• Address (residential address for individuals; registered or principal office address for corporations)
• Number of shares held by the member
• Class of shares held (if the company has more than one class)
• Amount paid or agreed to be considered as paid on the shares
• Date the member became a member of the company

The form must list every person who is a member at the date of re-domiciliation. If the company has a large number of members, the Companies Registry may accept a schedule attached to the form, provided the schedule follows the specified format and contains all required particulars.

Return of Particulars of Members Hong Kong: Distinction From NAR1

The annual return (Form NAR1) is filed every year and confirms or updates the register of members as at the return date. Form NSC21 is filed only once, at the point of re-domiciliation. The key differences are:

After Form NSC21 is filed, the company must maintain its register of members and update it through the annual return process. Any changes to members between annual returns must be recorded in the company's own register, but the Companies Registry is notified through the next NAR1.

Form NSC21 Filing Guide: Completing the Form

The Companies Registry provides Form NSC21 as a specified form on its website. The form requires:

1. Company details: The name of the re-domiciled company and its company registration number in Hong Kong
2. Member particulars: The full list of members with the details described above
3. Certification: A statement signed by a director or the company secretary certifying that the particulars are correct
4. Supporting documents: A certified true copy of the register of members from the original jurisdiction, if the company maintained such a register before re-domiciliation

The form must be completed in English or Chinese. If the original register is in another language, a certified translation must accompany the form.

Companies Registry Re-Domiciliation Members List: Submission Methods

Form NSC21 can be submitted through:

• e-Services portal: The Companies Registry's electronic filing system accepts Form NSC21. Electronic filing is generally faster and the system validates the form before submission.
• Paper filing: The completed form can be delivered to the Companies Registry's office in person or by post.

The registration fee for Form NSC21 is included in the overall re-domiciliation fee. The Companies Registry will not process the re-domiciliation application until the form is properly filed and accepted.

Supporting Documents Required

Along with Form NSC21, the company must provide:

• A copy of the register of members from the original jurisdiction, certified as a true copy by a director or the company secretary
• If the company did not maintain a register of members in the original jurisdiction, a statement explaining why and providing alternative evidence of membership
• Any other documents the Registrar may require to verify the particulars

The Companies Registry may reject the form if the particulars are incomplete or if the supporting documents do not adequately verify the membership list.

Common Errors When Filing Form NSC21

Practitioners should avoid these frequent mistakes:

• Listing members with incomplete addresses (a PO Box alone is not sufficient)
• Omitting the date each member became a member
• Failing to distinguish between different classes of shares
• Not including all members who hold shares at the date of re-domiciliation
• Submitting a form signed by someone who is not a director or the company secretary

The Companies Registry will return the form for correction if any of these errors are present, delaying the re-domiciliation process.

Where to Obtain Form NSC21

Form NSC21 is available from the Companies Registry's specified forms index at cr.gov.hk/en/forms/specified.htm. The Registry revises forms periodically, so always download the current version before filing. The e-Services portal at eregistry.gov.hk provides the electronic version for online submission.

For guidance on completing the form, refer to the Companies Registry's practice notes on re-domiciliation under Part 16A of the Companies Ordinance (Cap. 622). The Registry also provides a helpline for queries about specified forms.