Registering a Chinese Company Name in Hong Kong: Rules and Steps

Registering a Chinese Company Name in Hong Kong

A Hong Kong company may be registered with an English name, a Chinese name, or both. The process follows the same statutory framework as English names under the Companies Ordinance (Cap. 622). Specific rules govern character set and formatting.

Hong Kong Company Chinese Name Requirements

The Chinese name must use traditional Chinese characters. Simplified characters are not accepted by the Companies Registry. The name must be in Chinese script only. No romanised versions. No Pinyin. No mixed English-Chinese strings are permitted as the official Chinese name.

A company may register with only a Chinese name and no English name, or only an English name, or both. If both are registered, the Certificate of Incorporation will show both names and the company may operate under either. The Chinese name is part of the Certificate of Incorporation and must be included on Form NNC1 at the time of incorporation.

The Chinese name must not be the same as any name already on the index of company names maintained by the Companies Registry. The Registrar checks the index before issuing the Certificate of Incorporation. If the proposed Chinese name is identical to an existing one, the application will be rejected.

Chinese Name Registration Hong Kong: Rejection Grounds

The Companies Registry applies the same rejection grounds to Chinese names as it does to English names. A Chinese name will not be registered if it is the same as a name already on the index of company names. It will also be rejected if its use would constitute a criminal offence, if it is offensive or contrary to the public interest, or if it is too similar to an existing name on the index.

The Registrar may direct a company to change its name after incorporation if the name is later found to be too similar to an existing one. This direction can come years after the company was formed. The company must comply within a specified period.

Some Chinese names require consent before they can be registered. A name that suggests a connection with the government of Hong Kong or any other government body will need written consent from the relevant authority. The Companies Registry publishes a list of words and expressions that require consent. This list includes Chinese equivalents.

Hong Kong Company Name Both English and Chinese

When a company registers both an English name and a Chinese name, the two names do not need to be translations of each other. They can be entirely different in meaning. The company must ensure that neither name is the same as or too similar to an existing name on the index.

The English name and the Chinese name are treated as separate names for the purposes of the index check. A company could have an English name that is identical to another company's Chinese name without triggering a rejection, the rule is about same names within the same script. The Registrar may still consider similarity across scripts if the names are confusingly close.

On Form NNC1, the applicant must specify whether the company is to be registered with an English name only, a Chinese name only, or both. If both are chosen, the English name and the Chinese name must each be stated in the appropriate fields. The Certificate of Incorporation will then show both names.

Companies Registry Chinese Name Rules

The Companies Registry has published specific guidelines for Chinese company names. The key rules are:

• The Chinese name must consist of traditional Chinese characters only.
• The name must not contain any English letters, numbers, or symbols.
• The name must not be identical to any name on the index of company names.
• The name must not be too similar to any name on the index.
• The name must not be offensive or contrary to the public interest.
• The name must not suggest a connection with government or other regulated bodies without consent.

The index of company names includes all companies registered under the Companies Ordinance, as well as certain other entities. The Registrar checks the index before approving any name. If the proposed Chinese name is rejected, the applicant may submit a new name on a fresh Form NNC1.

The Registrar may direct a company to change its Chinese name if it is later found to be too similar to an existing one. This is a statutory power under section 108 of the Companies Ordinance (Cap. 622). The company must comply with the direction within the time stated, or face a penalty.

Changing a Chinese Name After Incorporation

A company that wishes to change its Chinese name after incorporation must pass a special resolution and file Form NNC2 with the Companies Registry. The same rejection grounds apply to a change of name as to an initial registration. The new Chinese name must not be the same as or too similar to any existing name on the index.

The change of name takes effect when the Registrar issues a new Certificate of Incorporation showing the new name. The company must also update its Business Registration Certificate with the Inland Revenue Department. The name change affects the business registration.

Practical Steps for Including a Chinese Name

When preparing to incorporate a Hong Kong company with a Chinese name, follow these steps:

1. Check the Companies Registry's online index of company names to see if your proposed Chinese name is available. The index is searchable on the Registry's website.
2. Prepare Form NNC1 (for a company limited by shares) or NNC1G (for other types). In the section for company name, tick the box for "Chinese name only" or "both English and Chinese name" and enter the Chinese name exactly as it should appear.
3. Submit Form NNC1 together with Form IRBR1 (the notice to the Business Registration Office) and Form NNC3 (consent to act as first director).
4. Pay the prescribed fee. The fee for incorporation includes the name check and the issue of the Certificate of Incorporation.
5. The Registrar will issue the Certificate of Incorporation showing the Chinese name, and the Inland Revenue Department will issue the Business Registration Certificate.

The Chinese name must be used consistently on all statutory records, including the registered office address, the company secretary records, and the Significant Controllers Register. If the company uses a Chinese name in its business dealings, ensure that the name matches the one on the Certificate of Incorporation.

Offensive and Criminal Names

A Chinese name that is offensive or that would constitute a criminal offence will be rejected. The Companies Registry has discretion to determine what is offensive. Names that are obscene, defamatory, or that promote illegal activity are likely to be refused. Names that suggest a connection with criminal organisations or that contain references to controlled substances may also be rejected.

If a name is registered and later found to be offensive or criminal, the Registrar may direct the company to change it. The company must comply or face a penalty. The Registrar may strike the name from the index if the company fails to change it.

Consent Required for Certain Names

Some Chinese names require consent from a government body or other authority before they can be registered. Examples include names that suggest a connection with the Hong Kong government, the Central People's Government, or any other government. Names that include words like "bank", "insurance", "trust", or "securities" may also require consent from the relevant regulator.

The Companies Registry publishes a list of words and expressions that require consent. This list includes Chinese equivalents. If your proposed Chinese name contains any of these words, obtain written consent and submit it with the incorporation application.

Summary of Key Points

• A Hong Kong company may register with an English name, a Chinese name, or both.
• The Chinese name must use traditional Chinese characters only.
• The same rejection grounds apply as for English names: identical, too similar, offensive, criminal.
• The Chinese name is part of the Certificate of Incorporation and must be on Form NNC1.
• The Registrar may direct a change if the name is too similar to an existing one.
• Consent is required for names suggesting a connection with government or regulated bodies.
• A change of name after incorporation requires a special resolution and Form NNC2.

For further details, refer to the Companies Registry website at https://www.cr.gov.hk/en/home/index.htm and the Companies Ordinance (Cap. 622).