Form NSC6 Notice of Permitted Share Commission Hong Kong

How to file Form NSC6 to give notice of a permitted share commission to the Hong Kong Companies Registry.

Updated 10 September 2026

NSC6 at a glance

Official title: Notice of Permitted Share Commission
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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.

How to File a Form NSC6 Notice of Permitted Share Commission in Hong Kong

A company pays a permitted share commission to induce subscription for its shares. When it does, the company must notify the Companies Registry using the statutory Form NSC6 notice of permitted share commission Hong Kong. This filing is required under the Companies Ordinance (Cap. 622) when a company exercises its power to pay a permitted share commission, subject to the conditions in the Ordinance and its articles of association.

What Is a Permitted Share Commission?

A permitted share commission is a payment made by a company to a person, such as an underwriter or broker, to induce them to subscribe for shares or to procure others to do so. Section 362 of Cap. 622 permits this payment if certain conditions are met. The commission must be authorised by the company's articles of association. The total amount paid or agreed to be paid cannot exceed the percentage or amount prescribed by the Ordinance, which is currently 10% of the issue price or a fixed sum set by the articles, whichever is lower. Payment can be in cash, shares, or a combination of both.

Permitted Share Commission Form NSC6: Required Particulars

The Companies Registry requires Form NSC6 to contain the following particulars:

Company name and company number as registered.
Date of the resolution authorising the commission payment, usually a directors' resolution unless the articles require a special resolution.
Amount or rate of the commission paid or agreed to be paid. If paid in shares, state the number and class of shares issued.
Number and class of shares to which the commission relates.
Name of the person receiving the commission.
Date of payment of the commission, if already paid.
Signature of a director or the company secretary.

Complete the form in English or Chinese with legible entries. Paper filings must be signed by hand; electronic signatures are accepted only through the e-Services portal.

How to File Share Commission Notice in Hong Kong

File Form NSC6 within one month after the commission is paid or agreed to be paid. The deadline runs from the later of the resolution date or the payment date. Late filing incurs penalties and can affect the company's compliance record.

File the notice through one of two channels:

Electronic filing via the e-Services portal (https://www.eregistry.gov.hk). This is the recommended method. Register for an account, upload the completed Form NSC6, and pay the registration fee online. You receive a filing receipt immediately upon successful submission.
Paper filing by delivering the completed Form NSC6 and the applicable fee to the Companies Registry at 14/F, Queensway Government Offices, 66 Queensway, Hong Kong. The form must be accompanied by a certified true copy of the resolution authorising the commission.

Notice of Permitted Share Commission NSC6: Supporting Documents

When filing Form NSC6, you must also deliver a certified true copy of the resolution authorising the commission payment. This resolution is typically a board resolution, though the articles may require a special resolution of the members. The certified copy must be signed by a director or the company secretary to confirm its authenticity.

If the commission is paid wholly or partly in shares, the allotment of those shares must be recorded separately. File Form NSC1 (Return of Allotment) within one month of the allotment. The NSC6 covers the commission arrangement; the NSC1 covers the share issue itself.

Companies Registry Share Commission Notice: Fees and Processing

The filing fee for Form NSC6 is HK$55. Pay this fee at the time of filing, whether electronically or on paper. For paper filings, pay by cheque (made payable to "The Government of the Hong Kong Special Administrative Region") or by cash at the Registry's counter.

Paper submissions are processed in 1 to 2 working days. Electronic filings are processed immediately, and the company receives an acknowledgment receipt instantly.

Cap. 622 and Form NSC6: Legal Basis

The filing obligation for Form NSC6 comes from section 362(3) of the Companies Ordinance (Cap. 622). This section requires a company to deliver a notice in the specified form (NSC6) to the Registrar within one month of paying or agreeing to pay a permitted share commission. Non-compliance is an offence. The company and every responsible officer, including directors, managers, and the secretary, are liable on conviction to a fine.

The conditions for paying a permitted share commission are in section 362(1) of Cap. 622. The power to pay a commission exists only if:

The company's articles of association authorise the payment.
The total commission does not exceed 10% of the issue price of the shares (or a higher percentage allowed by the articles, up to a maximum of 10%).
The commission amount or rate is disclosed in the company's annual return (NAR1) for the financial year in which it is paid.

Directors' Responsibility for the Form NSC6

Directors are responsible for ensuring Form NSC6 is filed accurately and on time. Before filing, the board must:

Verify the proposed commission complies with the articles and Cap. 622.
Pass a resolution (board or special, as required by the articles) authorising the commission.
Complete Form NSC6 with the correct particulars.
Arrange for a certified true copy of the resolution to accompany the form.
File the form within one month of the resolution date or payment date, whichever is later.

A director or the company secretary must sign the form. If an external filing agent is used, the directors must authorise the agent to sign on the company's behalf.

Using the E-Services Portal for Form NSC6

The Companies Registry's e-Services portal is the fastest and most convenient channel for filing Form NSC6. To use the portal:

The company must first register an account at https://www.eregistry.gov.hk.
The person filing must authenticate the submission with a valid Hong Kong Identity Card or Business Registration Certificate.
Upload the completed Form NSC6 as a PDF or complete it using the portal's web form.
Pay the filing fee by credit card or the portal's electronic payment system.
Upon successful submission, the portal generates an electronic receipt with the filing reference number and date. This receipt is your proof of compliance.

The portal also allows you to view your filing history and download copies of previously filed forms at no additional cost.

Articles of Association and Permitted Share Commission

The company's articles of association must expressly permit paying a commission on share issues. If they do not, the company must first pass a special resolution to amend the articles. File this amendment using Form NAA1 (Notice of Alteration of Articles of Association) within 15 days of the resolution.

If the articles already permit a commission, directors can proceed with an ordinary board resolution unless the articles require a special resolution. In either case, a certified true copy of the resolution must accompany Form NSC6.

Allotment of Share Capital in Connection with a Commission

If the commission is paid in shares, the company must allot those shares to the recipient. Record the allotment by filing Form NSC1 (Return of Allotment) within one month of the allotment date. The particulars on Form NSC1 must match those on Form NSC6, including the number and class of shares allotted as commission.

The allotment of shares as commission must also be authorised under the company's articles and respect any pre-emption rights or other restrictions on share allotments. If the articles limit the directors' authority to allot shares, a special resolution of the members may be required.

Summary of Key Points

Form NSC6 is the prescribed Companies Registry form for notifying a permitted share commission.
File the form within one month of the date the commission is paid or agreed to be paid.
The filing fee is HK$55.
A certified true copy of the authorising resolution must accompany the form.
File electronically via the e-Services portal or on paper at the Registry's office.
Section 362 of Cap. 622 governs share commissions and the filing obligation.
If the commission is paid in shares, file Form NSC1 separately for the allotment.
The company's articles of association must permit the commission; amend them first if they do not.

How to fill out Form NSC6

Page one of the official form. Every field named below appears on it in the same order.

Business Registration Number

Enter the 8-digit business registration number issued by the Business Registration Office of the Inland Revenue Department. This is the first 8 digits of the Business Registration Certificate number; do not include the digits after the hyphen. For companies incorporated on or after 27 December 2023, or for re-domiciled companies, this number also appears as the “No.” on the Certificate of Incorporation or Certificate of Re-domiciliation.

1. Company Name

Enter the full name of the company exactly as it appears on the Certificate of Incorporation.

2. Company’s Article Authorizing Payment of Commission / Article No.

Enter the number of the article in the company’s articles of association that authorizes the payment of share commission. The article number must match the relevant provision in the company’s constitutional documents.

3. Commission for Subscribing / Agreeing to Subscribe / Procuring Subscriptions / Agreeing to Procure Subscriptions for Shares in the Company

This section has two mutually exclusive boxes. You must complete only one:

Amount of Commission: Enter the fixed monetary amount of the commission payable.
OR / Rate of Commission: Enter the percentage rate of the commission.

Do not fill in both. The commission is paid as consideration for a person subscribing, agreeing to subscribe, procuring subscriptions, or agreeing to procure subscriptions for shares in the company.

4. Number of Shares (if any) that Persons have Agreed for a Commission to Subscribe for Absolutely

Enter the number of shares that persons have agreed, in return for the commission, to subscribe for unconditionally. If no such agreement exists, leave this box blank or enter “0”.

5. Signature / Name / Date

The form must be signed by a director or the company secretary. Delete whichever does not apply. Print the signatory’s name and enter the date in DD/MM/YYYY format. A form that is not properly signed will be rejected by the Companies Registry.

Presentor’s Reference (Do not write in this section)

Complete the fields for Name, Address, Telephone, Fax, Email, and Reference. This information is for the person delivering the form. Unless there is a specific issue to raise, no covering letter is required.

For Official Use

Leave this section blank. It is for the Companies Registry only.

Download the current form - always file the version on the issuing authority's site, not a copy.

Sources

Companies Registry (opens on an external site) cr.gov.hk