NNC1 Sample: How to Fill Out Hong Kong’s Incorporation Form

There’s a peculiar ritual in Hong Kong business where once a year, company directors everywhere must participate in the ancient tradition of “telling the government who owns and runs your company.” Miss this ceremony, and the punishment is swift: escalating fines, potential prosecution, and the business equivalent of being marked with a scarlet letter of non-compliance.

The NAR1 Annual Return isn’t particularly complicated, but it is absolutely mandatory. Here’s everything you need to know to keep the Companies Registry gods appeased.

What is NAR1?

The “NAR” in NAR1 stands for “Notice of Annual Return”, and the “1” indicates it’s the primary or first form in this category. The NAR1 is the standard form companies use to update the Companies Registry with current information about their company structure, shareholders, directors, and registered office address on an annual basis.

It isn’t a financial statement but a legal declaration that ensures a company’s records remain accurate.

The process of incorporating a company in Hong Kong comes down to a form called NNC1, which is basically a way of telling the Hong Kong government “hello, I would like to have a company now, please.” You fill in some blanks about your company’s name, address, directors, and shares, and if you do it right, the government says “yes, you may have a company.” If you do it wrong, they say “no, try again,” which is embarrassing and time-consuming. There are several common mistakes people make with this form, and they’re all avoidable if you know what you’re doing.

Types of Incorporation Forms in Hong Kong

Depending on the type of company being incorporated, different forms must be submitted:

What is the NNC1 Form?

The NNC1 Form is the Incorporation Form for a Hong Kong company limited by shares. It provides the Companies Registry with essential details about the company, including:

• Company name
• Registered office address
• Share capital and share structure
• Details of directors and shareholders
• Company secretary information

Submitting this form, along with the Articles of Association and the Business Registration Notice, is mandatory for incorporating a Hong Kong limited company.

Key Information Required in the NNC1 Form

When completing the NNC1 Form, businesses must provide the following details:

1. Company Name

• Must be in English, Chinese, or both.
• Must be unique and not similar to any existing company name in the Companies Registry.

2. Company Type

• The form is only for companies limited by shares.
• Choose whether the company is private or public (most businesses register as private companies).

3. Registered Office Address

• Must be a valid Hong Kong address for receiving official correspondence.
• P.O. Box addresses are not accepted.

4. Share Capital & Initial Shareholdings

• Share class (e.g., ordinary shares, preference shares).
• Total number of shares to be issued.
• Currency of the share capital.
• Amount of paid-up capital (the amount actually paid for issued shares).
• Minimum of one shareholder with specified voting rights and dividend entitlements.

5. Details of Founder Members (Shareholders)

• Full name and residential address.
• Country/region of residence.
• Number of shares subscribed.

6. Company Secretary Information

• Every Hong Kong company must appoint a company secretary.
• If the secretary is a natural person, provide:
• Full name in English and Chinese (if applicable).
• Residential address.
• HKID/passport number.
• Email address.
• If the secretary is a corporate entity, provide:
• Company name.
• Registered office address.
• Companies Registry CR registration number.

7. Directors’ Information

• Every private company must have at least one natural person as a director.
• Public companies require at least two directors, all of whom must be natural persons.
• Provide details for each director:
• Full name in English and Chinese.
• Previous names/aliases (if applicable).
• Residential address.
• HKID/passport number.
• Email address.

Important Note:

• The signing directors must sign the Consent to Act as Director.
• Additional directors can sign the NNC1 Form or submit Form NNC3 within 15 days of incorporation.

8. Founder Member Signature

• The founder member (shareholder) must sign the NNC1 Form before submission.

How to Fill Out and Submit the NNC1 Form

Step 1: Prepare the Required Information

Gather all necessary details about your company, including the proposed name, share capital, directors, shareholders, and company secretary.

Step 2: Complete the NNC1 Form

Fill in each section carefully, ensuring all details are accurate.

Step 3: Verify Company Name Availability

Before submission, check the Companies Registry database to ensure your chosen company name is unique and not already taken.

Step 4: Sign the Form

• Ensure all required parties sign where necessary.
• The founder member must sign to confirm the incorporation request.

Step 5: Submit the Form to the Companies Registry

You can submit the NNC1 Form online via the e-Registry or physically at the Companies Registry office in Hong Kong.

NNC1 Sample

Common Mistakes to Avoid

• Incorrect company name – Ensure the name does not match an existing company in the registry.
• Incomplete personal details – Missing or incorrect information for directors, shareholders, or the company secretary can cause delays.
• Missing signatures – The form will be rejected if required parties have not signed it.
• Using an invalid office address – The registered office must be a physical address in Hong Kong (not a P.O. Box).

Why is the NNC1 Form Important?

• Legal Requirement: Your company cannot be incorporated in Hong Kong without this form.
• Ensures Compliance: Submitting accurate information ensures your business follows Hong Kong’s company regulations.
• Avoids Delays: Correctly filing the NNC1 Form prevents unnecessary back-and-forth with the Companies Registry.
• Facilitates Business Operations: A properly registered company gains legal protection, credibility, and access to banking & investment opportunities.

Pro Tips for a Smooth Incorporation Process

• Use Hong Kong’s e-Registry – Filing the form online speeds up the process.
• Double-check all details – Ensure all information is correct before submission.
• Seek professional guidance – Consulting Monx can help prevent errors and streamline the process.
• Prepare all supporting documents in advance – Have identity proofs and business details ready before starting the application.

How Monx Can Help

Incorporating a business in Hong Kong involves navigating multiple regulatory requirements. At Monx, we provide expert guidance and hands-on support to ensure your NNC1 Form is accurately completed and submitted on time.

Whether you are setting up a private limited company, public limited company, or need guidance on share structure, Monx is here to streamline the entire incorporation process.

Need assistance? Monx provides expert support to help you incorporate your Hong Kong company with ease. Contact us today to get started.