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Legal Update

New Incorporation Procedures for Hong Kong Companies

9 July 2008
Mayer Brown JSM Legal Update
The provisions of the Companies (Amendment) Ordinance 2004 concerning incorporation procedures for Hong Kong companies will come into force on 11 July 2008. The incorporation procedures will be streamlined and a number of the forms used by the Registrar of Companies will be amended.
Full Update
New Term "Founder Member"
  • The term "subscriber" in the Companies Ordinance has been replaced by "founder member".
New incorporation forms
Under the new law, any person who wishes to incorporate a Hong Kong company will need to submit  to the Registrar of Companies:
  • a completed Incorporation Form signed by 2 founder members (or the sole founder member) and by each of the first directors signifying his consent to act as such; and
  • a  copy of the company's memorandum and articles of association, certified as true by a founder member.
The Incorporation Form (Form NC1 for companies limited by shares or Form NC1G for companies not limited by shares) contains comprehensive information on the address of registered office, share capital (as appropriate), as well as particulars of the founder member(s), first director(s) and first secretary of the company. It will no longer be required to submit Forms D1 and R1 to report the location of the first registered office and the particulars of first directors and secretary, or Form D3 to report a director's consent to act.
First director(s), secretary and registered office
With effect from the date of incorporation,
  • the person(s) named as the director(s) and secretary in the Incorporation Forms are the first director(s) and secretary of the company;
  • the intended address of a company's registered office stated in the Incorporation Forms shall be the address of the registered office of the company until the company files a notification of change (Form R1).
Notifications of any change in the directors, secretary or the address of registered office of a company after incorporation should continue to be reported in the specified forms D2A, D2B and R1.
  • Form D3 (consent to act as director or alternate director) becomes obsolete, as Form 2A (Notification of change of Secretary and Director (Appointment/Cessation)) has been revised to include a statement of consent to act as a director, to be signed by each new director.
  • The confirmatory statement in relation to the "Non-statutory Guidelines on Directors' Duties" ("Guidelines") contained in Forms AR1, AR2, AR3, D6, N3 and N4 will be replaced by an advisory note which alerts directors to read and get acquainted with the Guidelines.
In addition to the above, pursuant to section 67 of the Companies (Amendment) Ordinance 2003 which will also take effect on 11 July 2008, the Index of Directors kept by the Registrar of Companies will be expanded to include particulars of reserve directors.
Related Links

1. Click here to view the Government Gazette relating to the Companies (Amendment) Ordinance 2004;

2. Click here to view the Companies Registry announcement of 30 May 2008;
3. Click here to view a list of frequently asked questions on the new incorporation procedures published by the Companies Registry.

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