Form NSC22 Hong Kong Return of Sale or Transfer of Treasury Shares
File Form NSC22 to report the sale or transfer of treasury shares held by your Hong Kong company to the Companies Registry.
NSC22 at a glance
- Official title
- Return of Sale or Transfer of Treasury Shares
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 NSC22 Hong Kong: Return of Sale or Transfer of Treasury Shares
Form NSC22 notifies the Companies Registry of a sale or transfer of treasury shares. A company files this form when it disposes of shares it had previously bought back and held as treasury shares. The requirement arises under the Companies Ordinance (Cap. 622).
A company may hold treasury shares only if they were purchased out of distributable profits, redeemed out of capital, or acquired through a capital reduction. These shares can be sold, transferred, or cancelled. Form NSC22 captures the details of any sale or transfer.
Conditions for Holding Treasury Shares
A company must have lawfully acquired treasury shares before filing Form NSC22. Under section 198 of the Companies Ordinance (Cap. 622), a company may purchase its own shares out of distributable profits or, with a special resolution and court confirmation, out of capital. The shares become treasury shares upon reacquisition, unless the company's articles of association prohibit it.
Shareholder approval is mandatory. An ordinary resolution is required for an off-market purchase; a special resolution is needed for a market purchase. The company must also have filed Form NSC2 (Return of Share Redemption or Buy-back) with the Companies Registry within one month of the buy-back.
While held by the company, treasury shares have no voting or dividend rights. They carry no entitlement to a return of capital and are excluded from calculations of voting thresholds and quorum requirements.
Information Required on Form NSC22
Form NSC22 requires these transfer particulars:
- Company name and company registration number
- Number of treasury shares sold or transferred
- Class of shares (e.g., ordinary, preference)
- Aggregate nominal value of the shares sold or transferred
- The amount of consideration received for the sale or transfer
- Date of transfer
- Name and address of the person to whom the shares were sold or transferred
- Whether the transfer was a sale for cash or a transfer for non-cash consideration
State the consideration in Hong Kong dollars. Convert any foreign currency at the prevailing exchange rate on the date of transfer.
Filing Procedure
File Form NSC22 with the Companies Registry within one month after the date of sale or transfer. Submit the form electronically through the e-Services portal or in paper form to the Registry's office.
To file electronically, log into the e-Services portal, select the form, complete the particulars online, and submit it with the required fee. The registration fee is HK$105 for on-time filing. Late delivery costs more: HK$870 if filed between one and three months late, HK$1,740 if three to six months late, and HK$2,610 if more than six months late.
Paper submissions must be signed by a director, the company secretary, or an authorised person. Include a certified true copy of the board or shareholders' resolution authorising the sale or transfer, unless the company's articles already grant this authority.
Treasury Shares Sale Hong Kong: Legal Effect
When a company sells treasury shares, the shares are treated as if newly allotted. The purchaser receives full rights for that share class, including voting and dividend rights, from the date of transfer.
The sale does not require a new allotment filing on Form NSC1 (Return of Allotment) because the shares were already in issue. The company must, however, update its register of treasury shares to record the disposal.
Credit the proceeds of sale to a capital redemption reserve or to retained earnings. The destination depends on the buy-back's original funding source. If the buy-back was from distributable profits, the proceeds are treated as a realised profit.
NSC22 Form Transfer of Treasury Shares: Supporting Documents
Prepare these supporting documents for the NSC22 filing:
- A certified true copy of the board minutes or shareholders' resolution authorising the sale or transfer
- A copy of the sale agreement or transfer instrument, if one exists
- Evidence of consideration received, such as a bank statement or receipt
- A statement of the company's distributable profits if the treasury shares were originally purchased from capital
The Companies Registry may request additional documents if the provided particulars are incomplete or inconsistent.
Return of Treasury Shares Companies Registry: Filing Checklist
Before filing, verify the following:
- The company lawfully held the shares as treasury shares under Cap. 622
- The company's articles do not restrict the sale or transfer of treasury shares
- The sale or transfer occurred within the period authorised by the board or shareholders
- Form NSC22 is completed accurately with all transfer particulars
- The form is signed by an authorised person
- The correct registration fee is paid
- The filing is made within one month of the date of transfer
Failure to file on time is an offence under the Companies Ordinance. The company and its responsible officers may be fined. The Registry may refuse to register the transfer if the form is defective.
Relationship with Other Forms
Form NSC22 is the counterpart to Form NSC23 (Cancellation of Treasury Shares). NSC22 reports disposal by sale or transfer; NSC23 reports permanent cancellation.
File a separate NSC22 for each transaction if treasury shares are sold in multiple tranches. Bulk transfers on the same date to the same person can be reported on one form, provided the total number of shares and total consideration are clearly stated.
How to fill out Form NSC22
Page one of the official form. Every field named below appears on it in the same order.
1 公司名稱 Company Name
Enter the company name exactly as it appears on the Certificate of Incorporation.
2 出售或轉讓庫存股份的日期 Date of Sale or Transfer of Treasury Shares
Enter a single date range (“From” and “To”) if the return covers more than one transaction. Each day within this range must be a date on which a sale or transfer took place. Use the format DD/MM/YYYY for both.
3 載列於本申報表內的已出售或轉讓的庫存股份的總數及總代價
Enter the total number of treasury shares sold or transferred in box 8, and the total amount of consideration in box 9. Below box 9, tick the relevant box to indicate whether the consideration is monetary (requiring completion of sections 4A and 4B) or nil (in which case you do not complete 4A and 4B). If consideration is monetary, enter the currency and the total amount.
4 出售或轉讓庫存股份的詳情
Complete the appropriate sub-section based on the nature of the consideration.
- 4A - Cash Consideration: For each transaction, provide the date (DD/MM/YYYY), class of shares (e.g. Ordinary, Preference), currency, number of treasury shares sold or transferred, and the amount paid for each share.
- 4B - Non-Cash Consideration: Provide the same details as 4A, but note the amount paid or regarded as paid for each share. Then tick the relevant box in section 10 to indicate whether the non-cash consideration relates to a sale/purchase contract or a contract for services/other, and list the full particulars of that contract on Continuation Sheet A.
- 4C - Nil Consideration: Provide the date of transfer (DD/MM/YYYY), class of shares, and the number of treasury shares transferred. Do not complete 4A or 4B for nil transfers.
5 股本說明
Complete as at the time immediately after the last sale or transfer reported in this return.
- 5A - Share Capital: For each class of shares, state the currency, total number of issued shares, total amount, total amount paid up or regarded as paid up, and total amount unpaid or regarded as unpaid. If you need more rows, use Continuation Sheet B.
- 5B - Rights Attached to Shares: Complete only if the company has more than one class of shares. Describe the rights attached to each class, including voting rights, rights to dividends, rights to capital distributions, and whether the shares are redeemable. Use Continuation Sheet C if needed.
簽署 Signed
The form must be signed by a director or the company secretary (delete the inapplicable title). Enter the signatory’s name and the date of signing in DD/MM/YYYY format.
Continuation Sheets
Tick the boxes to confirm which continuation sheets (A, B, C) are attached, and state the total number of pages of all continuation sheets included with the form.
Download the current form - always file the version on the issuing authority's site, not a copy.
Sources
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