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  2. What To Do If I Want To Change My Company Name And Information?

What To Do If I Want To Change My Company Name And Information?

As a live entity, it’s expected that a company will change and evolve throughout its lifespan. So if you want to change your company name, it’s relatively easy to do so in Hong Kong. And if there are other changes happening in your company -- such as change in registered office address, new company director or secretary -- you have 15 days to report these changes to the Companies Registry. If you’re scrambling to get these tasks done, fret not, our company secretaries in Hong Kong can help with that while you focus on growing your business.

In this guide, we’ll explain to you how to file these changes with the authorities.

All the forms that you’ll need can be downloaded from the ‘Forms’ section on the Companies Registry website. We’ve also linked them down below.

How To Change Company Name

If the company name you picked during incorporation is no longer a good fit for your company’s latest activities or brand identity, you can apply to the Companies Registry to have it changed. Here are the steps you’ll need to follow.

Step 1: Pick a new company name. Check that it meets the company name guidelines (see below), and hasn’t been taken by or is too similar to an existing company.

Company Name Guidelines By Companies Registry

  • You can register an English name, a Chinese name, or both an English name and a Chinese name. However, you cannot choose a name which combines English words and letters with Chinese characters.
  • English company names must end with the word “Limited” and Chinese company names must end with the characters “有限公司”.
  • Chinese company names should contain traditional Chinese characters (繁體字) that can be found in the Kang Xi Dictionary (康熙字典) or Ci Hai Dictionary (辭海) AND also in the ISO 10646 international coding standard. Simplified Chinese characters are not accepted.

Step 2: Pass a special resolution on the new company name.

A special resolution is a document signed by at least 75% of shareholders who agree to the proposed change in name.

Step 3: Fill out Form NNC2 "Notice of Change of Company Name'' within 15 days of passing the special resolution. You can file this form online or submit a hard copy to the Companies Registry office in person or via post. The address for both posting and drop-offs is Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong. If posting, you must plan ahead to ensure that the Companies Registry receives your form before the 15 days are up.

The filing fee is HK$295, regardless which method you choose. If posting your application, enclose a cheque and do not send cash.  

Step 4: Wait for the Companies Registry to process your request. If it is approved, they will issue you a Certificate of Change of Name in either soft copy or hard copy format, depending on how you submitted your form. This means that your company’s name has been officially changed.

If your change of company name request is rejected, note that you will not receive a refund of the filing fee.

How To Change Company Address

If you’ve moved to a different office address, you’ll need to promptly update your registered address with the Companies Registry.

Fill up Form NR1 “Notice of Change of Address of Registered Office” and either post it or submit it in person to the Companies Registry for registration within 15 days of change.

The address for both posting and drop-offs is Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong. You must factor in the delivery time and plan ahead to ensure that the Companies Registry receives your form before the 15 days are up.

This filing is free of charge. However, the maximum penalty for late filing is HK$50,000 together with a daily default fine of HK$1,000.

How To Change Company Secretary and Company Director

Over the course of your company’s growth, there may be company directors joining and leaving. The same goes for your company secretary. These changes in appointments are not officially recognised until you’ve filed them with the Companies Registry.

Now, there are several Companies Registry forms that look similar, so be sure that you are filling up and submitting the correct form. Otherwise, you’ll have to go through the hassle of re-submitting the forms.

The forms available are:

You can either post the form or submit it in person to the Companies Registry within 15 days of change. The address for both posting and drop-offs is Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong. If posting, you must plan ahead to ensure that the Companies Registry receives your form before the 15 days are up.

This filing is free of charge. However, if you exceed the deadline, the maximum penalty is HK$25,000 for each late filing breach together with a daily default fine of HK$700.

Difference between “cessation” and “resignation”

Use the resignation form only if you are the company director or secretary who is leaving the company and you have reasons to believe that the company will not be filing a cessation notice on your behalf.

For all other cases, it would be more appropriate to use “Form ND2A Notice of Change of Company Secretary and Director (Appointment/Cessation)”.

Who is a “reserve director”?

If you are the sole director and only shareholder of your company, you may appoint a reserve director who will act on your behalf to continue managing the company in the event you pass away.

To nominate or change your reserve director, use “Form ND5 Notice of Change of Reserve Director (Nomination/Cessation)”.

How To Update Changes in Company Directors’ and Company Secretary’s Particulars

As a company director or secretary, you must inform the Companies Registry if there are changes to any of your following particulars:

  • Name
  • Alias
  • (For company secretaries) Correspondence address, must be a Hong Kong address
  • (For company directors) Residential address, can be a non-Hong Kong address
  • E-mail address
  • Hong Kong identity card number
  • Passport number

To do so, fill up the Form ND2B Notice of Change in Particulars of Company Secretary and Director.

If you are the reserve director of a company, fill up the Form ND7 Notice of Change in Particulars of Reserve Director instead.

You can either post the form or submit it in person to the Companies Registry within 15 days of change. The address for both posting and drop-offs is Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong. If posting, you must plan ahead to ensure that the Companies Registry receives your form before the 15 days are up.

This filing is free of charge. However, note that the penalty for late filing can go up to HK$25,000 for each breach together with a daily default fine of HK$700.

Key Takeaways On Changing Company Name And Updating Information

  • Changing your company name costs HK$295 and can be done either online or in hard copy. The filing deadline is within 15 days of your shareholders passing the special resolution regarding the proposed name change.
  • Updating your company’s registered office address is free of charge and can be done via hard copy only. The filing deadline is within 15 days of the effective date of change.
  • Nominating and ceasing the appointment of a company director or secretary are free of charge and can be done via hard copy only. The filing deadline is within 15 days of the effective date of change.
  • Updating the particulars of a company director or secretary is free of charge and can be done via hard copy only. The filing deadline is within 15 days of the effective date of change.

Tip

Never waste a moment figuring out which form to use and how to fill them out accurately. Save time and choose convenience by engaging Osome’s corporate secretaries to settle the paperwork for you efficiently. Be sure to explore our company secretary packages today. Osome also helps you with bookkeeping and accounting tasks so that you can focus on growing your business instead.

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