Restricted Words in Hong Kong Company Names: When Consent Is Required and What Is Prohibited

Restricted Words in Hong Kong Company Names: Consent and Prohibitions

A company name must clear the Companies Registry. Not every name is available. The Registry maintains rules on restricted words in Hong Kong company names that require official consent before the Registrar will accept the name. Some words are outright prohibited. Others need a letter of no objection from the relevant government bureau.

Categories of Restricted Words

The Companies Ordinance (Cap. 622) gives the Registrar power to refuse a name on several grounds. The most common restrictions fall into three categories: names suggesting a connection with the government, names that are offensive, and names whose use would constitute a criminal offence. Each category has its own rules. Some offer a consent process.

Consent Required Company Name Hong Kong

A name that implies a connection with the Hong Kong government, a government department, or a public body will not be registered without prior consent. The Registrar publishes a list of words and expressions that trigger this requirement. Examples include:

• Government
• Bureau
• Department
• Commission
• Authority
• Council
• Trust
• Chamber of Commerce
• Federation
• Society
• Institute
• College
• University
• Bank
• Insurance
• Securities
• Stock Exchange

For many of these words, the applicant must obtain a letter of no objection from the relevant government bureau before filing the incorporation documents. A name containing "Bank" requires consent from the Hong Kong Monetary Authority. A name containing "University" requires consent from the Education Bureau. Attach the consent letter to Form NNC1 or Form NNC2 (for a change of name). Without it, the Companies Registry will reject the application.

The consent letter must be addressed to the Companies Registry and must clearly state that the relevant authority has no objection to the use of the word in the proposed company name. Submit the letter together with the incorporation form. Without it, the Registrar will refuse the name. The applicant must then choose a different name or obtain the consent and re-file.

Hong Kong Company Name Government Connection

Names that directly suggest a connection with the government are the most strictly controlled. The Registrar will not register a name that contains "Government" or "Government Department" unless the applicant has obtained consent from the relevant government bureau. Even words that imply a government connection, such as "Bureau" or "Commission", require consent.

The rationale is straightforward: prevent the public from being misled into thinking that a private company is an official government body. A company that trades under a name falsely suggesting a government connection could face legal action. The Registrar may also direct a change of name after registration if the name is found to be too similar to an existing one or if it later becomes apparent that the name suggests a government connection without proper consent.

Offensive Company Name Hong Kong

A name that is offensive will not be registered under any circumstances. The Registrar has discretion to refuse any name that is considered obscene, indecent, or likely to cause offence to a reasonable person. This includes names that contain racial slurs, profanity, or references to illegal activities.

There is no published list of offensive words. The Registrar assesses each name on its merits. Names that are clearly offensive will be rejected at the filing stage. If a name is registered and later found to be offensive, the Registrar can direct the company to change its name. The company must comply within the time specified in the direction. If it does not, the Registrar may change the name itself.

Criminal Offence and Company Names

A name will not be registered if its use would constitute a criminal offence. This includes names that:

• Infringe intellectual property rights, such as trademarks or copyrights
• Suggest a connection with a regulated activity without the necessary licence
• Contain words that are prohibited under other legislation, such as the Banking Ordinance or the Insurance Ordinance

A company using a name containing "Bank" without the necessary banking licence would be committing a criminal offence under the Banking Ordinance. A name containing "Insurance" without an insurance licence would breach the Insurance Ordinance. The Registrar will reject such names at the filing stage.

If a name is registered and later found to be used in a way that constitutes a criminal offence, the Registrar can direct the company to change its name. The company may also face prosecution by the relevant regulatory authority.

The Registrar's Power to Direct a Change of Name

Even after a company has received its Certificate of Incorporation, the Registrar retains the power to direct a change of name. Under section 108 of the Companies Ordinance (Cap. 622), the Registrar may direct a company to change its name if:

• The name is the same as or too similar to an existing name on the Index of Company Names
• The name is offensive
• The name suggests a connection with the government without proper consent
• The name is likely to cause confusion or mislead the public

The company must comply with the direction within 28 days. If the company fails to change its name, the Registrar may change it to a name chosen by the Registrar. The company must then update its articles of association, business registration certificate, and all other statutory records to reflect the new name.

How to Check If a Name Requires Consent

Before filing Form NNC1, check the Companies Registry's published list of restricted words. The list is available on the Registry's website and includes both English and Chinese words. If the proposed name contains any of these words, obtain the relevant consent before filing.

The consent process varies depending on the word. For some words, such as "Chamber of Commerce", the consent letter can be obtained from the relevant trade body. For others, such as "Bank" or "Insurance", the consent must come from the relevant government bureau. Contact the relevant authority directly to request the letter of no objection.

What Happens If Consent Is Not Obtained

File Form NNC1 without the required consent and the Registrar will reject the name. The applicant must choose a different name or obtain the consent and re-file. The rejection does not affect the other parts of the application, but the applicant will need to pay the filing fee again if the name is changed.

If the name is registered without the required consent and the Registrar later discovers the omission, the Registrar may direct the company to change its name. The company will need to file Form NNC2 and pay the change of name fee. The company may also face a fine if the Registrar considers that the company deliberately misled the Registry.

Practical Tips for Choosing a Name

• Check the Index of Company Names before filing to ensure the name is not already taken
• Review the Registrar's list of restricted words and obtain any necessary consent before filing
• Avoid names that could be considered offensive or misleading
• Consider registering a name that is distinctive and easy to remember
• If the name contains a word that requires consent, start the consent process early to avoid delays

Summary of Key Points

• The Companies Registry maintains a list of restricted words that require consent
• Names suggesting a government connection, offensive names, and names that constitute a criminal offence are prohibited
• Consent must be obtained from the relevant government bureau before filing
• The Registrar can direct a change of name after registration if the name is found to be unsuitable
• Check the Index of Company Names and the restricted words list before filing Form NNC1