Consent to act as a director in Hong Kong

Consent to Act as Director Hong Kong Form NNC3

Form NNC3 is the statutory declaration recording a person's consent to act as director Hong Kong during incorporation. It confirms the named individual agrees to take up the office of first director of the company being formed.

The Companies Registry requires this signed consent before it can issue the Certificate of Incorporation. File the completed Form NNC3 with the incorporation application Form NNC1 and the notice IRBR1. Without it, the director's appointment is not recognised and the incorporation cannot proceed.

Form NNC3 Hong Kong

Form NNC3 is a specified form under the Companies Ordinance (Cap. 622). Each person who will serve as a director of the new company must sign it. The form records the director's full name, residential address and the capacity in which they consent to act, such as managing director or executive director.

A company with multiple first directors needs a separate Form NNC3 for each individual. Submit these forms with the incorporation application, either in paper form or through the e-Services portal.

Director Appointment Hong Kong

The first directors named in Form NNC3 are appointed the moment the company incorporates. Their appointment needs no separate board resolution or notice to the Companies Registry, because the consent on Form NNC3 is filed in advance.

The procedure changes for any director appointed after incorporation. The company must pass a board resolution to appoint the new director and then file Form ND2A with the Companies Registry. The consent to act is recorded through the filing of that change, not through Form NNC3.

Company Incorporation Hong Kong

During company incorporation Hong Kong, the applicant submits Form NNC1 with the articles of association, the registered office address, and the particulars of the first director and company secretary. Form NNC3 provides the proof that the proposed director has consented to the role.

The Companies Registry checks that Form NNC3 is properly completed and signed before it registers the company. If the consent is missing or incomplete, the Registrar will reject the entire incorporation application.

First Directors Hong Kong

The first directors Hong Kong are the individuals named in Form NNC3 and recorded in the Register of Directors maintained at the registered office. Each must be a natural person. There is no residency requirement for first directors, though the company secretary must be ordinarily resident in Hong Kong.

First directors serve until they resign, are removed by the members, or until their term under the articles of association expires. Any subsequent change in the board requires a separate filing using Form ND2A rather than another Form NNC3.