Hong Kong company filings: what each one proves
For a company incorporated in Hong Kong, the official filings are the certificate of incorporation, the incorporation form NNC1, the annual return NAR1, the returns of allotment NSC1, the articles of association and the change filings, all held by the Companies Registry on the Companies Register. Each one is dated, and each one proves something different about the company.
This page describes public registry practice and is not legal or compliance advice.
Which filings exist
The Companies Registry is the government department that administers the Companies Ordinance (Cap. 622) and maintains the Companies Register. The register holds the current data of every registered company together with image records of the documents registered and kept on it, from incorporation forms to annual returns.
For a private company limited by shares, the registry documents that matter most in a KYC file are these:
- the company particulars: the register's own current summary of the company;
- the certificate of incorporation, and a certificate of change of name where the company has changed its name;
- the incorporation form NNC1, delivered when the company was formed;
- the annual return NAR1, delivered every year after the year of incorporation;
- returns of allotment NSC1, delivered when new shares are allotted;
- the articles of association, and any alteration of them;
- change filings, such as Form NR1 for a change of registered office address and Form ND2B for a change in the particulars of a director or company secretary.
What each one proves for KYC
The company particulars state the registered name, registration number, status, registered office address, incorporation date and legal form as the register holds them now. They are the document most AML and KYB procedures start from.
The certificate of incorporation proves that the company came into existence as a legal person on a stated date, under a stated name and number. It is a historical document: a later change of name or registered office does not appear on it. Where the name has changed, the certificate of change of name is the document that connects the old name to the new one.
The incorporation form NNC1 and the returns of allotment NSC1 record the founding members and later share issues. The annual return NAR1 states the particulars of the company, its directors, its company secretary and its members with their shareholdings as at the date of the return. Of all the filings, it is the one that evidences an ownership position on a known date.
What the Companies Registry publishes and does not publish
The Registry describes its Company Particulars Report as a summary of the key particulars of a company, including the registered office address, the share capital structure, information on shareholders for companies incorporated in Hong Kong with a share capital, the names of current directors and reserve directors, and the particulars of the company secretary. Some indexes are published free of charge: basic company information and name history, the list of documents a company has filed, the list of registered charges, and the list of persons disqualified by the court from acting as directors.
Three things sit outside the public record. Since 24 October 2022, the usual residential addresses and full identification numbers of directors, and the full identification numbers of company secretaries, in newly delivered documents are protected information and are not provided for public inspection; since 27 December 2023 the same can be withheld from older documents on application. Significant controllers registers are kept by companies themselves and are open for inspection by law enforcement officers on demand; they are not filed with the Registry. And a private company with a share capital does not deliver financial statements with its annual return; that requirement applies to public companies and guarantee companies.
How to read and check an annual return
Read the date first. An annual return states the particulars as at its return date, not as at today. A private company delivers one in respect of every year, except the year of incorporation, within 42 days after the anniversary of its incorporation, so the most recent return may describe the company as it stood many months earlier.
A change between returns is reported when it happens, on its own specified form under the Companies Ordinance, such as NR1 for the registered office and ND2B for an officer's particulars. The next annual return states the particulars as they stand at its return date, but it is the specified form that evidences the change itself and when it was filed, so a set of filings should be read together, most recent first. Since 3 March 2014 a certificate of no change can no longer be delivered in place of an annual return, so each return restates the particulars in full.
Check the number. Since 27 December 2023 Hong Kong has used a Unique Business Identifier: the 8-digit Business Registration Number assigned by the Business Registration Office of the Inland Revenue Department replaced the former CR number as the key identifier. Companies registered earlier without a Business Registration Number were given a converted number with an alphabetic prefix, for example C0012345, so an older certificate and a recent filing for the same company can carry different-looking numbers.
- A certificate of incorporation is evidence of existence, not of current status.
- An ownership position is evidenced by an annual return or a return of allotment, read with its date.
- A significant controllers register is not a registry document and will not be among the filings.
Image records and certified copies
An image record is the Registry's digitised image of a registered document, and the Registry lists every document a company has filed in its document index. A certified copy is a copy of an image record, or of a search report, that the Companies Registry itself produces in hard copy form and certifies. The image record shows what was filed; the certification is the Registry's own attestation that the copy is of the record it holds.
What a Company Record for Hong Kong contains
A Company Record from Know Your Customer Limited for a Hong Kong company is the KYB report for one company plus the standard set of official registry filings, retrieved from the register at the time of purchase. Six registry documents are included: the company particulars report, and five filings, namely the certificate of incorporation, the certificate of change of name, the NSC1 allotment, the memorandum and articles of association, and the annual return NAR1 or the incorporation form NNC1.
The report returns 22 company data fields, 9 fields for controlling entities and individuals, and 7 for shareholders and beneficial owners. Shareholder information comes from the registry filings themselves. The resolved ownership chain is computed by Know Your Customer Limited, following the shareholders in the filings up the ownership chain entity by entity, and the record labels it as computed rather than filed. The Hong Kong coverage page lists 24 further filing types held at the register, such as change filings and charge documents, as available separately.
Where it comes from
Every Hong Kong Company Record is sourced from the official register, the Companies Registry, together with the Business Registration Office of the Inland Revenue Department. It is registry-only, not aggregated.