Form NNC1 Walkthrough: Step-by-Step Guide to Completing the Hong Kong Incorporation Form

Form NNC1 Walkthrough: How to Fill in the Hong Kong Incorporation Form

File Form NNC1 to incorporate a Hong Kong private company limited by shares. It must be submitted with two other forms: Form IRBR1, which triggers the Business Registration Certificate from the Inland Revenue Department, and Form NNC3, which records each first director’s consent to act. The Companies Registry issues the Certificate of Incorporation. The Inland Revenue Department issues the Business Registration Certificate.

How to Fill Form NNC1 Hong Kong: Company Name

Enter the proposed company name. You may register an English name, a Chinese name, or both. The name must not match one already on the Companies Registry index. It must not be offensive or constitute a criminal offence. Names suggesting a connection with government require consent. If you are registering both an English and a Chinese name, enter each in the designated boxes. The Registrar may direct a change after incorporation if the name is too similar to an existing one. A direction under section 108 of the Companies Ordinance (Cap. 622) requires the company to change its name within a period specified by the Registrar. Failure to comply is an offence, and the Registrar may replace the name with the company’s registration number.

Hong Kong Incorporation Form NNC1: Registered Office Address

Provide the proposed registered office address in Hong Kong. A post office box is not acceptable. This must be a physical location where the company can receive official correspondence. The address will appear on the Certificate of Incorporation and the Business Registration Certificate. If the address changes after incorporation, file Form ND2A with the Companies Registry. The change takes effect from the date of registration of the form. A company that fails to maintain a registered office in Hong Kong commits an offence. Every responsible person is also liable to a fine.

NNC1 Filing Instructions: Share Capital

Hong Kong abolished par value for shares. Shares have no nominal value. The concepts of authorised share capital and share premium no longer apply. On Form NNC1, state the number of shares to be issued and the total amount of share capital. There is no minimum share capital. Directors determine the issue price for shares; the whole amount received is share capital. For a private company limited by shares, the share capital is divided into shares of a fixed amount. That amount is not a par value. The amount stated as share capital is the total consideration the company will receive for the shares taken up by the founding members. If the company issues shares for a non-cash consideration, the directors must resolve that the consideration is fair. A company that allots shares without receiving the stated consideration creates a debt due from the allottee.

NNC1 Filing Instructions: Director Particulars

Provide particulars of at least one director who is a natural person. A body corporate cannot be a director of a private company. The form asks for the director’s full name and correspondence address. It also requires identification details: a Hong Kong identity card number or a passport number. No restriction applies to foreign ownership or directorship. The director must consent to act. That consent is given on Form NNC3, filed together with Form NNC1. A person who has not consented, or whose consent is defective, is not validly appointed. The company must have at least one director. If it ceases to have any director, the remaining member may convene a general meeting to appoint one. A company that carries on business without a director for more than six months risks the Registrar striking it off.

NNC1 Filing Instructions: Shareholder Particulars

Provide particulars of at least one shareholder. A shareholder may also be the director. The form asks for the shareholder’s full name, correspondence address, and identification details. If the shareholder is a body corporate, provide its registered name and place of incorporation. There is no maximum foreign ownership; a company may be wholly owned by non-residents. The shareholder becomes a member upon incorporation. The subscriber named on Form NNC1 is entered in the register of members as the first shareholder. A company that has only one member must note that fact in its register of members and in its statutory registers. If the number of members falls below two and the company continues to carry on business for more than six months, the remaining member may become personally liable for the company’s debts contracted during that period.

NNC1 Filing Instructions: Company Secretary

Provide particulars of the company secretary. The secretary must be either a natural person ordinarily resident in Hong Kong, or a body corporate with a registered office or place of business in Hong Kong. A company with only one director cannot have that same person as its sole company secretary. The form asks for the secretary’s full name and correspondence address. It also requires identification details. If the secretary is a body corporate, provide its registered name and place of incorporation. A company that fails to appoint a company secretary, or appoints a person who does not meet the residence requirement, commits an offence. The company, and every responsible person, is liable to a fine and to a daily default fine.

NNC1 Filing Instructions: Designated Representative

Provide the particulars of the designated representative for the Significant Controllers Register. This representative maintains the register and provides information to law enforcement upon request. The designated representative must be a natural person ordinarily resident in Hong Kong, or a body corporate with a registered office or place of business in Hong Kong. The form asks for the representative’s full name, correspondence address, and identification details. The designated representative must be a director, an employee, or a member of the company who is a natural person resident in Hong Kong, or an accounting professional, a legal professional, or a trust or company service provider licensed under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). A company that fails to designate a representative commits an offence.

Form IRBR1 and Form NNC3

Form NNC1 is filed together with Form IRBR1, the notice to the Business Registration Office of the Inland Revenue Department. Form IRBR1 requests the Business Registration Certificate, available as a 1-year or 3-year certificate. You must also file Form NNC3. The Companies Registry will not process the incorporation without these accompanying forms. If Form IRBR1 is incomplete or missing, the Inland Revenue Department will not issue the Business Registration Certificate, and the company cannot lawfully carry on business. A company that carries on business without a valid Business Registration Certificate commits an offence.

After Filing: Certificate of Incorporation

Once the Companies Registry approves Form NNC1 and the accompanying forms, it issues the Certificate of Incorporation. The Inland Revenue Department issues the Business Registration Certificate separately. The company is then a legal entity with separate personality. Members’ liability is limited to unpaid share capital. The company must maintain statutory records, including the Significant Controllers Register, and comply with ongoing obligations under Cap. 622. The Significant Controllers Register must be kept at the registered office or a prescribed place and be available for inspection by law enforcement officers. Failure to maintain the register, or to make it available, is an offence for the company and every responsible person.