Who May Sign Each Hong Kong Statutory Form Companies Registry and IRD

Who May Sign Hong Kong Statutory Forms: Companies Registry and IRD Rules

A Hong Kong company files statutory forms with the Companies Registry and the Inland Revenue Department. A form signed by the wrong person is rejected. Rejection wastes time and risks late-filing penalties.

The Companies Ordinance (Cap. 622) prescribes who must sign. Some forms require a director alone. Others require a director and the company secretary jointly. A few permit a single director or authorised person. For registered non-Hong Kong companies under Part 16, the authorised representative signs.

Hong Kong Company Form Signing Authority

Signing authority depends on the nature of the form. Forms that affect the company’s public record or its legal status require a director’s signature. Forms that report administrative changes may be signed by the company secretary alone. A single director cannot sign every form. Some require two signatures.

The table below summarises the rule for the most common forms.

Who Can Sign NAR1 Hong Kong

The annual return (Form NAR1) must be signed by a director, the company secretary, or a manager of the company. Section 662 of the Companies Ordinance (Cap. 622) states that the return must be signed by a person acting in one of those capacities on the date of signature.

If the company secretary signs, the form must also show the date of the secretary’s appointment. The Companies Registry accepts a digital signature filed through the e-Services portal for NAR1. A paper form must bear a wet signature.

A single director may sign NAR1 without the company secretary. This differs from forms such as ND2A or NSC1, which require both.

Director Signature Required Hong Kong Form

Several forms require a director’s signature and cannot be signed only by the company secretary. The most common examples:

• ND2A (notice of change of director or secretary): Requires a director and the company secretary jointly. If the change involves the only director who is also the secretary, that person signs as both.
• NSC1 (return of allotment): Requires a director and the company secretary jointly.
• NSC2 (return of share buy-back or redemption): Requires a director and the company secretary jointly.
• NSC11 (alteration of share capital): Requires a director and the company secretary jointly.

For some forms a single director suffices: NAR1, NR1, NR2, NNC2, NDR1. The distinction matters. Filing ND2A with only the secretary’s signature will be rejected.

Signing for Non-Hong Kong Companies (Part 16)

A registered non-Hong Kong company must appoint an authorised representative under section 777 of Cap. 622. That person signs most Companies Registry forms, including:

• NN3 (annual return of a registered non-Hong Kong company): Signed by the authorised representative.
• NN6 (return of change of company secretary and director): Signed by the authorised representative.
• NN9 (return of change of address): Signed by the authorised representative.

The authorised representative must be a natural person resident in Hong Kong. A corporate entity cannot act in this role.

Inland Revenue Department Forms

The Inland Revenue Department sets its own signature rules. The following table lists the common IRD forms and who signs them.

For profits tax returns, the IRD accepts an electronic signature when filing through the Business Tax Portal. The electronic signature must be a recognised digital certificate issued by a certification authority. Paper returns require a wet signature.

Digital Signature vs Wet Signature

The Companies Registry accepts electronic filing through its e-Services portal at https://www.eregistry.gov.hk. A digital signature on an e-filed form has the same legal effect as a wet signature. The digital signature must be created using a recognised digital certificate that is valid at the time of signing.

Paper forms filed with the Companies Registry must bear an original wet signature. Photocopied or scanned signatures are not accepted. The same rule applies to IRD paper returns.

For IRD e-filing through the Business Tax Portal, the system accepts login credentials as authentication. An electronic signature that is not a recognised digital certificate may still be accepted for certain forms. The IRD recommends using a recognised certificate for profits tax returns.

Certified True Copy

When the Companies Registry requests a certified true copy of a document, the certification must be signed by a director or the company secretary. The certifier must confirm that the copy is a true and accurate reproduction of the original. A statement of certification should appear on the copy, signed and dated. A person who is not a director or secretary cannot certify copies for the Registry.

Common Rejection Reasons

Filing with the wrong signatory is one of the most frequent reasons for rejection. The Companies Registry rejects ND2A forms that carry only the company secretary’s signature when they should also bear a director’s signature. NAR1 forms signed by a person who is not a director, secretary, or manager are also rejected. Forms filed with a forged or expired digital certificate are not processed.

Check the specified form’s instructions on the Companies Registry website at https://www.cr.gov.hk/en/forms/specified.htm before signing. If the form requires both a director and secretary, ensure both signatures appear. If the form permits either, sign as a director if you hold that office.