NNC1 Form Sample (NNC1 vs NNC1G) - Incorporation of Hong Kong Limited Companies
NNC1 and NNC1G are Hong Kong company incorporation forms for similar purposes, but they are actually different.
When it comes to company registration or incorporation of a Hong Kong limited company, there are two types. One is a company limited by shares, and the other is a company limited by guarantee (or not limited by shares).
Two Types of Hong Kong Limited Company
The two types of Hong Kong limited company are:
Company limited by shares
Company limited by guarantee
The Required Documents of a Hong Kong Limited Company Incorporation
The documents that are required for the application of the formation of a limited company in Hong Kong:
NNC1 form for company limited by share, or NNC1G form for company limited by guarantee
The company’s Articles of Association
Notice to business registration office (IRBR1) – Must select whether a 3-year certificate is needed.
NNC1 Form – Incorporation of Company Limited by Shares Application
For the NNC1 form (for the Incorporation of Company Limited by Shares), you will have to fill in the following information.
Enter the proposed English Company Name and proposed Chinese Company Name. Make sure the company names are the same as those that are stated in the name clause of the company’s Articles of Association (AA).
Select the type of company. The two options available are Private or Public. Normally you will choose Private.
Enter the proposed address of the Company’s Registered Office in Hong Kong, and email address.
Under the Presentor’s Reference section, enter the fax number and telephone number. You will be notified by the Companies Registry (CR) to personally collect the Certificate of Incorporation and the Business Registration Certificate, when they are being issued.
Under the “Share Capital and Initial Shareholdings on the Company’s Formation” section, enter:
Class of Shares (e.g. ordinary, preferences, etc)
Total Number of Shares Proposed to be Issued, Currency
Total Amount of Share Capital to be Subscribed by Founder Members.
Total Amount to be Paid Up or to be Regarded as Paid Up on the Shares Proposed to be Issued
Total Amount to Remain Unpaid or to be Regarded as Unpaid on the Shares Proposed to be Issued
Note that your company may have one founder member who must take up minimum of one share of the company.
Provide the Particulars of Rights Attached to Shares. This may include voting rights, rights to participate in a distribution as respects dividends, rights to participate in a distribution as respects capital, whether the shares are redeemable, etc.
For each founder member, provide information which includes name in Chinese and English, address, country/region, and share capital to be subscribed.
For the first company secretary (who is a natural person), provide information which includes name in Chinese and English (i.e. surname and other names), previous names (if any), alias (if any), Hong Kong correspondence address, email address, and Hong Kong Identity Card Number (or Passport number with issuing country, if the company secretary does not have a HKID).
For the first company secretary (who is a body corporate), provide information which includes name in Chinese and English, Hong Kong correspondence address, email address, and the company number registered in the Companies Registry (CR).
For the first directors, (who is a natural person), provide information which includes name in Chinese and English (i.e. surname and other names), previous names (if any), alias (if any), residential address, email address, and Hong Kong Identity Card Number (or Passport number with issuing country, if the director does not have a HKID).
If the director is also the founder member who signs the form, he/she must sign the Consent to Act as Director in the NNC1 form. Other directors may sign the Consent statement in the NNC1 form or deliver the NNC3 form within 15 days after the date of incorporation of the company.
For the first directors, (who is a body corporate), provide information which includes name in Chinese and English (i.e. surname and other names), address, email address, and the company number registered in the Companies Registry (CR).
If the director chooses to deliver Form NNC3 after incorporation of the company, the founder member who signs this form must check this box to state that the Form NNC3 will be delivered for registration within 15 days after the date of incorporation of the company.
Some information regarding the directors include:
A private company may have one or more directors and at least one of them must be a natural person.
A public company must have at least two directors and all directors must be natural persons.
All directors of the company are advised to read A Guide on Directors' Duties published by the Companies Registry and acquaint themselves with the general duties of directors outlined in the Guide.
The founder member must sign the NNC1 form.
NNC1G Form – Incorporation of Company Limited by Guarantee Application
For the NNC1G form (for the Incorporation of Company Limited by Guarantee), you will have to fill in similar information.
The Required Documents of a Non Hong Kong Company Incorporation
The documents that are required for the application of the formation of a limited company in Hong Kong:
Application for registration as Registered Non-Hong Kong Company (Form NN1)
Notice to Business Registration Office (IRBR2) – Must indicate if the company has already been registered under the Business Registration Ordinance (Cap. 310). If registered, the business registration number must be provided. If not registered, must select whether a 3-year certificate is needed, and provide the business name (in case the business name is different from its corporate name), description and nature of business, and date of commencement of business.
Issue of Business Registration Certificates In Paper Form? In Electronic Form?
When you submit in paper form for the Hong Kong limited company application, in return you will be issued a Certificate of Incorporation and a Business Registration Certificate both in A4 size white paper.
When you submit in the online forms (through e-Registry) for the Hong Kong limited company application, in return you will be issued a Certificate of Incorporation and a Business Registration Certificate both in electronic form (i.e. downloadable PDF documents).
Display of Business Registration Certificate
When you receive the Business Registration Certificate in electronic form, you should print the form, and physically display this printed copy of the registration certificate at the place of your business (i.e. your office, your physical store, etc).
Business Registration For Other Incorporation Types
When you are to register your business as sole proprietorship or partnership, or branch office, the above company registration process does not apply.