New Hong Kong Companies Ordinance: Companies Registry forms

01 Jan 2014 | Newsletter/briefing

WHEN IN FORCE: 3 March 2014

COMPANIES AFFECTED: All companies subject to filing requirements under the new CO

OVERVIEW

  • under the new CO, a new set of specified forms is introduced for statutory filings with the Companies Registry
  • there are a total of 92 forms (each now prefixed with an "N"). The new CO introduces 29 new forms (which are not used under the existing legislation) to be filed with the Companies Registry
  • there will be a transitional period of three months after the new CO is introduced, during which most old specified forms will still be accepted. After the three-month period, all old specified forms will be rejected by the Companies Registry
  • Gazette notices have been published with all the forms specified under the new CO1, and the forms will be available on the Companies Registry’s website from 1 February 2014
What is covered by the 29 new forms?

 

Amalgamation

 
New Form No. Name of New Form
 
NAMA1 Approved Amalgamation Proposal
 
NAMA2 Certificate on Solvency Statement by Directors of Amalgamating Company
 
NAMA3 Certificate of Approval of Amalgamation by Directors of Amalgamating Company
 
NAMA4 Notice of Appointment of Directors of Amalgamated Company
 
NAMA5 Certificate on Claims of Creditors by Directors of Amalgamated Company
 
NAMA6 Notice of Application to Court to Intervene in Amalgamation Proposal
 
 

Articles of Association/Members

 
New Form No. Name of New Form
 
NAA1 Notice of Alteration of a Company’s Articles (Other than Alteration of a Company’s Objects and Certain Articles by Existing Company)
 
NAA2 Notice of Alteration of a Company’s Objects
 
NAA3 Notice of Alteration of Certain Articles by Existing Company (for altering any provisions which were contained in the Company’s memorandum of association and could lawfully have been contained in the Company’s articles instead)
 
NAA4 Notice of Change of Company Status
 
NMEM1 Notice of Increase in Number of Members of Company Limited by Guarantee
 
 

Auditors and Accounts

 
New Form No. Name of New Form
 
NAC4 Notice of Alteration of Accounting Reference Date
 
NA2 Notification of Resignation of Auditor
 
 

Inspectors

 
New Form No. Name of New Form
 
NIN3 Notice of Delivery of Interim Report by Inspector
 
 

Mortgages and Charges

 
New Form No. Name of New Form
 
NM8 Statement of Particulars of Charge (for a Debenture forming part of a Series)
 
NM9 Statement of Particulars of an Issue of Debenture of a Series
 
 

Registered Non-Hong Kong Companies

 
 
New Form No. Name of New Form
 
NN8C Notice of Change of Particulars of Authorised Representative of a Registered Non-Hong Kong Company
 
 

Location of Registers

   
New Form No. Name of New Form
 
NR3 Notice relating to Branch Register of Debenture Holders
 
NR4 Notice relating to Branch Register of Members
 
 

Registration of Eligible Company

 
 
New Form No. Name of New Form
 
NNC5 Application for Registration of an Eligible Company2
 
 

Share Capital

   
New Form No. Name of New Form
 
NSC13 Notice of Redenomination of Share Capital
 
NSC14 Notice of Reconversion of Stock into Shares
 
NSC15 Notice of Variation of Rights Attached to Shares
 
NSC16 Notice of Variation of Rights of a Class of Members (Company without a Share Capital)
 
NSC17 Solvency Statement
 
NSC18 Notice of Application to Court for Cancellation of Special Resolution for Reduction of Share Capital
 
NSC19 Return of Reduction of Share Capital (by Special Resolution supported by Solvency Statement)
 
NSC20 Return of Reduction of Share Capital (Confirmed by Court)
 
NDB1 Return of Allotment of Debentures or Debenture Stock

 

Which forms come into effect immediately upon the commencement of the new CO (and are not subject to the three-month transitional period)?

 

 

Form No. New Form No.
Name of Form with Immediate Effect
 
NC1 NNC1 Incorporation Form (Company limited by Shares)
 
NC1G NNC1G
Incorporation Form (Company not limited by Shares)
 
DR1 NDR1 Application for Deregistration of a Defunct Private Company
 
N12 NN12 Statement of Approved Name for Carrying on Business in Hong Kong by a Non-Hong Kong Company
 

M2

 

NM2

 

Memorandum of Satisfaction or Release of Property from Charge

The new Form NM2 must be delivered with a certified true copy of the instrument evidencing the discharge.

 

Other exceptions to the three-month transitional period

 

 

Form No. New Form No.
Name of Form with Immediate Effect
 

M1

 

 

 

 



NM1

 

 

 

 



Mortgage or Charge Details

Form M1 will be subject to an eight-week transitional period from the commencement of the new CO (as opposed to a three-month transitional period).

During the eight-week transitional period, if the old Form M1 is used it must be accompanied by the original instrument creating or evidencing the charge (this instrument will be returned after registration).

If the new Form NM1 is used during the eight-week transitional period, it must be accompanied by a certified true copy of the instrument creating or evidencing the charge for filing in the public records.

 

 

1 1 November 2013 and 8 November 2013.

2 An Eligible Company is a company not formed, but registrable, under the new CO. It is defined as a company (1) formed after 1 May 1865 in pursuance to an Ordinance other than the new CO (or former COs); or (2) otherwise constituted after 1 May 1865 according to law.

Contacts

Peter Brien (partner), Lisa Chung (partner), Peter Lake (partner)


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