Form NU1 Re-registration as Company Limited by Shares

Form NU1 Re-registration as Company Limited by Shares

A company not limited by shares, such as a company limited by guarantee or an unlimited company, can change its structure. The Form NU1 re-registration as company limited by shares is the statutory application filed with the Companies Registry to effect this change under the Companies Ordinance (Cap. 622). This process alters the company's legal form and the liability of its members.

Prerequisites for Re-registration

Before filing Form NU1, the company must satisfy several conditions set out in Part 9 of the Companies Ordinance (Cap. 622). The company must:

• Have passed a special resolution approving the re-registration as a company limited by shares. The resolution must specify the new share capital structure and the proposed articles of association.
• Ensure that the company is not in liquidation, not struck off the register, and not the subject of a winding-up order.
• Confirm that the company's existing articles of association permit the change, or that the special resolution also adopts new articles consistent with a company limited by shares.
• Obtain a certificate from the directors confirming that the company meets the solvency test, that is, the company will be able to pay its debts as they fall due for the 12 months following re-registration.

These conditions protect creditors and members by ensuring the company is financially sound before changing its liability structure.

Re-register Company Limited by Shares Form NU1: Required Particulars

Form NU1 requires the company to provide the following details:

• Company name and company number: The exact registered name and the unique CR number assigned by the Companies Registry.
• Date of special resolution: The date the members passed the resolution to re-register.
• Proposed share capital: The total amount of share capital and the number of shares the company will have after re-registration. This must be stated in Hong Kong dollars.
• Proposed articles of association: A certified true copy of the new articles, which must comply with the requirements for a company limited by shares under Cap. 622.
• Statement of compliance: A declaration by the directors that all conditions for re-registration have been met, including the solvency test.
• Directors' particulars: The names, addresses, and identification numbers of all current directors, as the company's status change does not automatically alter the board.
• Registered office address: The current address of the company's registered office, which remains unchanged unless separately notified using Form NR1.

The form must be signed by a director or the company secretary and accompanied by the certified true copy of the special resolution and the new articles.

Companies Registry NU1 Application: Filing Steps

The application is submitted to the Companies Registry through one of two channels:

1. Electronic filing via the e-Services portal: The company or its authorised representative can log into the e-Services portal at https://www.eregistry.gov.hk/, complete Form NU1 online, and upload the supporting documents as PDFs. The system calculates the filing fee automatically.
2. Paper filing: The completed Form NU1, together with the certified true copy of the special resolution and the new articles, can be delivered to the Companies Registry's office at Queensway, Hong Kong. Paper forms must be printed in black ink on white A4 paper.

The filing fee for Form NU1 is set by the Companies Registry and is payable at the time of submission. The Registry will issue a certificate of re-registration upon approval, which confirms the company's new status as a company limited by shares.

Change Company Status to Limited by Shares: Effect on the Company

Once the Companies Registry approves the application and issues the certificate, the company's status changes from its previous form (e.g., unlimited or limited by guarantee) to a company limited by shares. The key effects include:

• The liability of members is now limited to the amount unpaid on their shares, rather than being unlimited or limited by a guarantee amount.
• The company must comply with the share capital provisions of Cap. 622, including filing returns of allotment (Form NSC1) and maintaining a register of members.
• The company's existing contracts, property, and rights remain unaffected; the change of status does not create a new legal entity.
• The company must update its business registration with the Inland Revenue Department if the change affects the business registration certificate.

The company should also notify its bank, suppliers, and other stakeholders of the status change to avoid confusion.

Re-registration as Company Limited by Shares Hong Kong: Post-Filing Obligations

After re-registration, the company must:

• File the certificate of re-registration with the if the business registration certificate needs amendment.
• Update its articles of association on the Companies Register if the new articles were not already filed with Form NU1.
• Notify the Companies Registry of any changes to directors or the company secretary using Form ND2A within 15 days of the change.
• File the next annual return (Form NAR1) within 42 days after the anniversary of the date of incorporation or re-domiciliation, as applicable. The annual return must reflect the new company status.

Failure to comply with these post-filing obligations may result in late filing fees or the company being struck off the register.

Where to Obtain Form NU1

Form NU1 is available for download from the Companies Registry's specified forms index at https://www.cr.gov.hk/en/forms/specified.htm. The Registry updates forms periodically, so always use the current version from the official site rather than a third-party copy. The same page provides the filing fee schedule and guidance notes for completing the form.

For electronic filing, the e-Services portal at https://www.eregistry.gov.hk/ offers a guided process that validates the form before submission. Paper filers should print the form and supporting documents and deliver them to the Companies Registry's counter during business hours.