Change company name in Hong Kong: Form NNC2 and fee

To change a Hong Kong company’s name, the members pass a special resolution, and the company delivers Form NNC2, Notice of Change of Company Name, to the Companies Registry within 15 days with a fee of HK$295. The new name takes effect on the date the Registry issues the Certificate of Change of Name, not on the date of the resolution. Filed online, the certificate is normally issued within 1 hour; in hard copy, within 4 working days. The Registry then passes the new name to the Inland Revenue Department, which normally posts an amended Business Registration Certificate the next working day.

Check the new name first

The new name has to pass the same tests as a name on incorporation: “Limited” or 有限公司 at the end, no mixing of English and Chinese in one name, and nothing the same as a name already on the Registry’s Index of Company Names. The details are inHong Kong company name rules. Run a free Exact Name Search on thee-Services Portalbefore the members vote, so the resolution does not adopt a name the Registry will refuse.

Step by step

1. Search the proposed name and check it against the name rules.
2. Pass a special resolution of the members to change the name. The Registry says the special resolution itself does not need to be filed with it.
3. Within 15 days after the resolution is passed, deliver Form NNC2 with the correct fee. The form must be signed by a director or the company secretary.
4. File it electronically through the e-Filing Services on the e-Services Portal, or deliver the hard copy to the Shroff on the 14th floor of Queensway Government Offices. Where that is, and when it opens, is inCompanies Registry address and opening hours.
5. Receive the Certificate of Change of Name. It comes in electronic or hard-copy form depending on how you filed, and the Registry says both have the same legal effect.
6. Watch for the amended Business Registration Certificate from the IRD. You do not file a separate name change with the Business Registration Office.
7. Update the name everywhere the company uses it: bank accounts, contracts, invoices, letterheads, signage and websites.

Fees and timing

These figures come from the Registry’show to change a company namepage andForm NNC2itself. A firm’s charge for drafting the resolution and filing the form is on top of the HK$295.

What happens at the Inland Revenue Department

Name changes are covered by the one-stop notification service the Companies Registry and the IRD run together. According to the Registry’sone-stop notification FAQ, once the Certificate of Change of Name is issued the Registry transmits the new name to the IRD’s Business Registration Office. The Business Registration Office normally posts the amended Business Registration Certificate, and any amended Branch Registration Certificates, on the next working day.

When the Registrar orders a change

Some name changes are not voluntary. The Registry’s change-of-name page says the Registrar may direct a company to change its name, for example where it is too like a name already on the register, or where a court order restrains the company from using it. A company that receives a direction must change its name and deliver Form NNC2 within the period the direction sets.

A company name is not a trade mark

The Intellectual Property Department states thatregistering a company name does not confer trade mark rightsor any other intellectual property rights in the name. A company still has to apply to the Trade Marks Registry to protect its brand under the Trade Marks Ordinance. Registering a name also does not give you the right to use it in a way that infringes someone else’s trade mark or passes off their business. If the new name is a brand, search the trade mark register as well as the company index.

Mistakes to avoid

• Filing NNC2 more than 15 days after the resolution.
• Using the new name before the certificate is issued; until then the old name is the company’s name.
• Sending an unsigned form. A director or the company secretary must sign it.
• Choosing a name that only differs from a registered name by “Company”, “The” or punctuation.

A company secretary usually drafts the resolution and files NNC2. Comparecompany secretary firmsin our directory. The Registrar decides whether a name is registered, and this page is not legal advice.