HSJGlobal

INCORPORATION FIELD REVIEW

Hong Kong NNC1 Form: How to Complete an Incorporation Filing

Use a controlled source sheet to reconcile the form, articles, signers and post-incorporation consent actions.

Use Form NNC1 to apply to incorporate a Hong Kong company limited by shares. Complete the company, share-capital, founder-member, secretary and director information consistently with the articles, then deliver the incorporation package with IRBR1 and the correct fees. NNC1 is not the form for a guarantee company, an unlimited company or a registered non-Hong Kong company.

Prepare the business decisions before typing into the form: approved names, company type, Hong Kong registered office, initial shares and payment terms, eligible officers and signing authority. The workflow below follows those decisions into the filing and the evidence needed to close it.

Key takeaways

  • Use the current NNC1 and its completion notes; a specimen illustrates entries and should not be copied as the applicant’s own facts.
  • Share numbers, currency, total subscription, paid amount and unpaid amount must reconcile across founders and documents.
  • The sole director cannot also serve as the same company’s secretary; officer particulars must be complete at filing.
  • Separate public-form fields from the protected identity and residential-address information required on PI-NNC1.
  • An eligible first director without consent in the incorporation form may need NNC3 within 15 days after incorporation; the signing founder-director must consent in NNC1.

Lock the NNC1 filing set and source information

Download the current form or use the current web form from the Companies Registry specified-forms page . NNC1 is labelled for a company limited by shares and is delivered with IRBR1. Keep the articles as a separate constitutional document; attaching an incorporation form does not create the company’s governance rules.

Make one approved source sheet with the proposed names, office address, founder identities, share terms, officers and signers. Assign a reviewer to each category. Do not sign until the form and articles describe the same company. Once reviewed, the source sheet should be the reference for data entry rather than whichever email a presentor finds first.

The wider Hong Kong company registration process also requires the correct business-registration and post-formation records. Keep NNC1 focused on its role: the incorporation filing, not a bank application, licence or general tax registration.

Complete the name, type, address and business fields

Enter the proposed English and/or Chinese names exactly as approved for filing, matching the articles character for character. A name search reduces obvious conflicts but does not reserve the name or guarantee acceptance. Select private or public status based on the actual constitutional arrangement, rather than assuming that every company limited by shares is private.

Provide a genuine Hong Kong registered-office address in the required structured fields. Distinguish it from each founder’s address and a director’s correspondence or residential address. A foreign office or post-office box is not a replacement for the required Hong Kong registered office. Record who has authorized use of the address and who will handle official correspondence.

The incorporation FAQ treats proposed business-nature information as optional but strongly recommends supplying it; where several activities are proposed, select the major category. Describe the activity accurately. That entry is not transmitted to the Business Registration Office or printed on the BRC as the company’s completed business-particulars notification.

Set contact details that the responsible team monitors. Separate fields that are genuinely inapplicable from mandatory entries that remain unknown. For paper completion, follow the current instructions on ‘Nil’ or ‘N.A.’ and complete-format delivery instead of leaving unexplained blanks or removing pages.

Check the core company entries

Resolve the entity type, names and office particulars before the capital and officer sections are signed.

Reconcile share capital with every founder’s allocation

State the class and number of proposed shares, currency, total share capital subscribed, amount paid or regarded as paid, and amount remaining unpaid or regarded as unpaid. Then allocate the relevant shares and amounts among the founder members. The official NNC1 specimen and notes illustrate the relationship between the aggregate capital section and founder entries.

Reconciliation test What must agree What an error suggests
Share count Founder allocations add to the relevant class total Missing founder, wrong class or incorrect allocation
Capital amount Founder subscriptions match aggregate capital in the same currency Currency or consideration mismatch
Payment status Paid plus unpaid equals subscribed capital An inconsistent outstanding commitment
Share rights Reported class rights agree with the articles Different voting or economic terms across records
Founder identity Names and corporate identity match the signed constitution A different legal member is being recorded

For an illustrative arithmetic check, 800 ordinary shares subscribed for HKD 4,800 with HKD 1,800 paid leave HKD 3,000 unpaid. The share count is 800, not 4,800, and the payment figures do not by themselves determine voting rights. This example tests consistency; it does not prescribe a suitable capital level or claim that a particular payment has occurred.

Hong Kong uses no-par shares . The CR no-par explanation distinguishes capital and payment commitments from an obsolete nominal-value calculation. Do not enter a supposed universal authorized-capital ceiling or claim that a specimen’s share quantity is legally required.

For a corporate founder, confirm its exact legal identity and the natural person authorized to act for it. Keep that authority evidence with the formation file. If share terms are customized, reconcile them with the articles and initial ownership provisions before signatures are collected.

Enter eligible officers and place protected data correctly

Name the first company secretary and directors in the filing; do not postpone their details until after the certificate. A private company needs at least one natural-person director. The CR director and secretary FAQ confirms that an individual secretary ordinarily resides in Hong Kong, while a corporate secretary has its registered office or place of business there. A sole director cannot be the same company’s secretary.

Enter names and identity references in the categories actually requested. Do not substitute a mainland identity-card number for a director’s specified HKID or passport particulars. For a corporate officer’s Hong Kong identifier, use the current BRN field and resolve any legacy company-number mapping before final review.

Separate public particulars from PI-NNC1 protected information . The current specimen places full individual identity numbers and directors’ usual residential addresses on the protected sheets; each sheet covers one natural person and the sheets are placed at the end for paper delivery. Follow the public-field instructions rather than placing full identity data in a publicly inspectable box.

Complete the secretary’s TCSP licence information or the appropriate ‘not required’ reason according to the actual position. An unexplained empty licence box is not a licensing analysis. Review the actual provider or professional exemption and avoid assuming that every individual secretary must personally hold a TCSP licence.

NNC1 consistency checks before signing An approved source sheet feeds the company, capital and officer checks, which reconcile with the articles before the filing is signed and submitted. Approved source sheet Company fields Capital / founders Officers / PI sheets Reconcile articles and consent schedule Sign → submit → certificates and follow-up
Data entry should follow an approved source sheet, with the articles and consent schedule checked before the signing stage.

Plan founder signatures and first-director consents

Identify the founder member who signs the incorporation statement and every first director whose consent is needed. The rules distinguish the founder-director signing the incorporation form from other first directors. The former must sign the consent in the incorporation form; the latter can consent there or use NNC3 within the statutory post-incorporation period.

Keep a consent schedule with each director, method of consent, signature status and any NNC3 action. For an outstanding NNC3, calculate 15 days after incorporation from the certificate’s date, not from draft approval, an invoice or receipt of an email. The official incorporation FAQ explains the distinction and deadline.

For electronic filing, the founder or a corporate founder’s authorized natural-person officer must have the relevant Individual User and e-Filing subscription arrangements. Check account association and identity particulars before the signing step. A presentor coordinating the application is not automatically the founder or the person entitled to give director consent.

Submit the coordinated package and track the result

At the e-Services Portal, use Incorporation > Local Company, complete the web form and choose appropriate sample or customized articles. The electronic incorporation instructions explain that a customized articles PDF must meet the stated requirements, including the current 5 MB size limit. Review automatically populated mandatory information rather than assuming the upload process has checked its commercial accuracy.

  1. Reconcile the data-entry review with the locked source sheet and articles.
  2. Obtain the required founder statement and director consents through valid signers.
  3. Confirm IRBR1’s certificate-period choice and the applicable government amounts.
  4. Submit and pay, then retain the acknowledgement and submitted document record.
  5. Monitor portal messages and respond to the specific outstanding issue, if any.
  6. Download the issued certificates and complete the consent and statutory-record handover.

For the April 1, 2026–March 31, 2027 charging period, electronic incorporation of a standard share-capital company is HKD 1,545 plus a one-year BRC fee and levy of HKD 2,350, totaling HKD 3,895. Paper filing is HKD 1,720 plus HKD 2,350, totaling HKD 4,070. The IRD fee schedule and CR incorporation FAQ support these government-only figures, checked October 27, 2026; professional, address and other services are additional.

For straightforward private share-company cases, CR describes electronic incorporation normally within one hour after effective delivery under its conditions, versus normally four working days for paper delivery. Preparation, signing, name examination and requests for correction can extend the actual project. Do not promise that a one-hour filing result also completes banking or sector permission.

Reconcile the filed pack and outstanding consents

Match the submission, payment and director-consent schedule before the handover.

Repair NNC1 inconsistencies without losing version control

If a signatory is missing from the portal selection, compare their entered identity and role with the registered account and any required corporate association. If the share figures disagree, return to the approved allocation rather than adjusting a total merely to silence validation. If an attachment is unreadable, replace that attachment while preserving the approved content and version history.

When a signed web form needs amendment, remove the signatures as required by the portal, make the change and arrange fresh signatures to confirm it. Do not make a silent data change under an old approval. After incorporation, distinguish correction of the submitted record from a new legal change requiring the appropriate post-incorporation filing.

Close the NNC1 incorporation file with complete evidence

Close the NNC1 file when the filed form, articles, IRBR1, payment and certificate records agree, all required consents have been registered and the first company records can be established from the approved terms. Assign any remaining business-commencement notification or compliance action to a named owner.

Hold the file open if a founder identity, share commitment, officer role or consent remains unresolved. A certificate is an important formation milestone, but it should not conceal a missing follow-up duty or an internally inconsistent ownership record.

Complete a controlled NNC1 handover

Bring the final form, articles and consent schedule for review of unresolved items.

Frequently asked questions

May I leave an inapplicable paper section blank?

The Registry directs applicants to use the prescribed ‘Nil’ or ‘N.A.’ treatment and deliver the complete form except unused continuation sheets. Follow the current completion notes for the particular field.

Must all first directors deliver separate incorporation forms?

No. The incorporation filing must contain the required particulars and signatures in one coordinated form. Do not submit independent NNC1 forms for different directors.

Does a proposed business code approve a regulated activity?

No. A classification entry is not a sector licence and does not settle a regulatory-permission question.

Can a paper printout of a completed web form be filed at the counter?

The electronic-incorporation FAQ says hard copies of the electronic form and selected sample articles intended for portal submission are not accepted for counter filing. Use the proper route and prescribed documents.

Does NNC1’s proposed business description complete the later IRD notification?

No. Newly incorporated local companies must notify the Business Registration Office of business particulars within one month after commencement, using the applicable notification route.

On this page
Chat with an Expert