Incorporation document checklist for a Hong Kong company: NNC1, IRBR1, NNC3

Hong Kong Incorporation Document Checklist

Incorporating a private company limited by shares in Hong Kong requires filing a fixed set of forms and supporting documents with the Companies Registry and the Inland Revenue Department. The Companies Registry issues the Certificate of Incorporation under the Companies Ordinance (Cap. 622). The Inland Revenue Department issues the Business Registration Certificate under the Business Registration Ordinance (Cap. 310). Both are issued on the same filing. This checklist sets out every statutory form, what it does, and who signs it.

Hong Kong Company Incorporation Forms List

The core filing package is three forms. The complete Hong Kong company incorporation forms list for a private company limited by shares is:

• Form NNC1 - the incorporation application for a company limited by shares
• Form IRBR1 - the notice to the Business Registration Office
• Form NNC3 - the consent to act as first director

File these forms with the company's articles of association and a notice of the registered office address. The Companies Registry accepts electronic filing through its e-Registry system or paper filing at its counter. Electronic filing is faster.

Hong Kong NNC1 Filing Requirements

Form NNC1 is the primary incorporation application. Complete every section with the company's proposed details:

• Proposed company name (English, Chinese, or both)
• Registered office address in Hong Kong (a post office box is not acceptable)
• Details of each director, shareholder, and the company secretary
• Share capital information (Hong Kong uses no par value shares, so you state the number of issued shares and the amount paid or agreed to be paid)
• The intended principal business activity

A subscriber, a proposed shareholder, or an authorised person must sign the form. If the company has only one director, that person cannot also be the sole company secretary. A company secretary may be a natural person ordinarily resident in Hong Kong or a body corporate with a registered office or place of business in Hong Kong.

Hong Kong Incorporation Documents Needed

Beyond the statutory forms, the Hong Kong incorporation documents needed include supporting materials the Companies Registry requires to process the application:

• Articles of association - Adopt the model articles set out in the Companies Ordinance (Cap. 622), or file bespoke articles. Bespoke articles must be signed by each subscriber.
• Notice of registered office address - Typically included in Form NNC1 itself. If filed separately, provide the full street address.
• Consent to act as first director (Form NNC3) - Each proposed director signs this form, confirming they agree to serve.
• Consent to act as first company secretary - If the secretary is not named in Form NNC1, file a separate consent.

The Companies Registry rejects any application missing a required document or completed incorrectly. No partial processing. No refund of the filing fee.

Form NNC1

Form NNC1 is the standard application form for a company limited by shares. It captures constitutional details and the particulars of first officers. The form divides into sections covering:

• Company name and proposed name search confirmation
• Registered office address
• Details of directors (at least one natural person is required)
• Details of shareholders (at least one, who may also be the director)
• Details of the company secretary
• Share capital structure (number of shares issued, with no par value)
• Designated representative for the Significant Controllers Register

The Companies Registry provides a guide to completing Form NNC1 on its website. Use the current version of the form. Outdated versions will not be accepted.

Form NNC1G

Form NNC1G is the equivalent form for a company not limited by shares, such as a company limited by guarantee. The filing requirements follow the same structure but omit share capital details and require additional information about the company's objects. Form NNC1G is relevant only if you are forming a non-profit or guarantee company.

Form IRBR1

Form IRBR1 is the notice to the Business Registration Office of the Inland Revenue Department. File it simultaneously with Form NNC1. The form requests:

• The company's name and proposed business activities
• The registered office address
• The date of commencement of business (the date of incorporation)
• The choice of a 1-year or 3-year Business Registration Certificate

The Business Registration Certificate is issued alongside the Certificate of Incorporation. The fee depends on whether you choose the 1-year or 3-year option. The Inland Revenue Department applies the Business Registration Ordinance (Cap. 310) to this form.

Form NNC3

Form NNC3 is the consent to act as first director. Each proposed director must sign one. The form confirms:

• The director's full name, address, and other identification details
• That the director consents to act as a director of the company
• That the director is not disqualified from being a director under the Companies Ordinance

If the company has more than one director, each signs a separate Form NNC3. The form is filed with the incorporation application and becomes part of the company's statutory records.

Certificate of Incorporation and Business Registration Certificate

Once the Companies Registry approves the application, it issues the Certificate of Incorporation. This document confirms the company's existence and its registration number (the CR number). Simultaneously, the Inland Revenue Department issues the Business Registration Certificate, which carries a separate BR number. Both documents issue within a few hours of electronic filing. Paper filing takes a few days.

The Certificate of Incorporation proves the company has separate legal personality and that members' liability is limited to unpaid share capital. The Business Registration Certificate is the licence to carry on business in Hong Kong. Display it at the registered office.

Supporting Documents and Ongoing Compliance

After incorporation, maintain these records from day one:

• A register of members (shareholders)
• A register of directors and company secretaries
• A register of charges (if any)
• The Significant Controllers Register, with a designated representative appointed
• Minutes of board and shareholder meetings
• The company's articles of association and any special resolutions

The Companies Registry requires annual returns on Form NAR1 within 42 days of the return date. Late filing attracts penalties. The Inland Revenue Department requires annual tax returns on Form BIR51 or other relevant forms. Late filing attracts penalties there too.

This checklist covers the documents required at incorporation. For post-incorporation compliance, refer to the Companies Registry's guidance on statutory records and the Inland Revenue Department's guide to business registration.