The answer first
When something changes in your company, such as a new director, a new address, a new name or new shares, the Companies Registry usually needs to be told within a short, fixed period. Most notices carry no government fee if filed on time, but late or missing filings are offences for the company and its officers.
Most changes must be notified within 15 days; new share allotments and charges within 1 month. Business Registration must also be updated within 1 month where the business name, address or nature changes.
At a glance
- Most changes
- 15 days
- Share allotments and charges
- 1 month
- Business Registration
- Update within 1 month
- Also update
- Statutory registers and the Significant Controllers Register
Common changes at a glance
| Change | Form | Deadline | Government fee (HK$) |
|---|---|---|---|
| Appointment or cessation of director or secretary | ND2A | 15 days | Nil |
| Change in particulars of director or secretary | ND2B | 15 days | Nil |
| Change of registered office | NR1 | 15 days | Nil |
| Allotment of shares | NSC1 | 1 month | Nil |
| Change of company name | NNC2 | 15 days after the resolution | 295 |
| Amendment of articles | Copy of resolution and amended articles | 15 days | Nil |
| Registration of a charge | NM1 | 1 month after creation | 340 |
| Transfer of shares | No immediate filing; reflected in the next Annual Return | Not applicable | Stamp duty applies |
Penalties
| Default | Maximum penalty |
|---|---|
| ND2A, ND2B, NSC1 not filed | HK$25,000 plus HK$700 per day |
| NR1 not filed | HK$50,000 plus HK$1,000 per day |
| Charge not registered in time | The charge may be void against a liquidator and creditors; fines may also apply |
Key takeawayAn unregistered charge can leave a lender unsecured. Lenders therefore insist on registration within the 1-month window, and so should you.
Do not forget the other updates
- Statutory registers and the Significant Controllers Register.
- Business Registration (name, address or nature of business, within 1 month).
- Bank mandates and authorised signatories.
- Inland Revenue Department correspondence address.
- Licences, permits and insurance policies.
- Letterhead, website, invoices and signage.
Self-check: where do you stand?
| Question | If the answer is no |
|---|---|
| Have all director and secretary changes in the last year been filed? | File any outstanding ND2A or ND2B now |
| Do Registry records show your current registered office? | File NR1 |
| Has every share allotment been reported on NSC1? | File late returns and take advice on rectification |
| Are all charges over company assets registered? | Check with your lender and file if within time |
| Has Business Registration been updated for any change? | Notify within 1 month |
How DBMS Global can help
- Preparing and filing every change notice within its deadline.
- Updating your registers, Significant Controllers Register and Business Registration together.
- Bringing overdue filings up to date.
In summary
- Most changes: 15 days. Allotments and charges: 1 month.
- Update internal records and Business Registration too.
- Late filings are offences.
Official references
- Companies Registry: Filing Requirements of a Local Limited Company after Incorporation, and fee schedule, www.cr.gov.hk
- Business Registration Ordinance (Cap. 310)