How to Change a Company Name in Hong Kong

Sep 3, 20244 min read

Introduction

Changing the name of a company in Hong Kong involves several steps and considerations to ensure compliance with the Companies Ordinance. This guide provides a detailed overview of the process, from choosing a new name to obtaining the Certificate of Change of Name. Additionally, we highlight the stricter banking regulations and compliance requirements that have made opening and managing corporate bank accounts more challenging in recent years. Despite these challenges, Hong Kong remains one of the most favorable places in the world to conduct business.

The image features a 3D-style design with a company nameplate being edited, a document with a pen, and subtle references to Hong Kong such as the skyline, using soft, appealing colors in a modern, professional layout — How to Change a Company Name in Hong Kong

Overview of the Name Change Process

The process of changing a company name in Hong Kong can be broken down into three main steps:

Choose a New Name
Deliver Required Documents
Collect Certificate of Change of Name

Step 1: Choose a New Name

Choosing a new name is the first and most crucial step in the name change process. Here are the key points to consider:

Name Availability: Ensure that the chosen name is not identical to any existing company name in the Registrar of Companies' index. You can conduct a free name search using the e-Search Services on the Companies Registry's e-Services Portal or at the e-Services Centre. Use the "Exact Name Search" mode and input the full and exact company name that you intend to register (use traditional Chinese characters for Chinese names).
Intellectual Property Rights: Avoid names that might infringe on the intellectual property rights of others. Use the Trademark Register maintained by the Intellectual Property Department to check for potential conflicts. Infringement of the IPR of others may attract criminal or civil sanctions, either in Hong Kong or elsewhere.
Regulatory Restrictions: The Registrar of Companies will not register names that:
Are identical to existing company names.
Are identical to the names of bodies corporate incorporated under an Ordinance.
Constitute a criminal offense or are considered offensive or contrary to public interest.
Imply a connection with the Central People's Government or the Government of Hong Kong without proper approval.
Specific Restrictions: Some words and abbreviations are disregarded when determining if a name is "the same as" another, including "company," "limited," "HK," and several others. The type or cases of letters, spaces between letters, accent marks, and punctuation marks will be disregarded.
Language Requirements: A company name cannot combine English words/letters and Chinese characters. Simplified Chinese characters are not allowed; only traditional Chinese characters can be used.

Step 2: Deliver Required Documents

Once you have chosen a suitable name, the next step is to prepare and deliver the necessary documents to the Companies Registry:

Special Resolution (SR): Pass a Special Resolution to change the company name. While the SR and altered Articles of Association do not need to be submitted to the Registry, they must be passed and documented.
Form NNC2: Submit a completed Form NNC2 (Notice of Change of Company Name) along with the required fees within 15 days of passing the SR. This can be done electronically via the e-Filing Services on the e-Services Portal or in hard copy at the Queensway Government Offices.

Step 3: Collect Certificate of Change of Name

After submitting Form NNC2, you will need to collect the Certificate of Change of Name:

Electronic Submission: If submitted electronically, the certificate is typically issued within one hour and can be downloaded from the e-Services Portal.
Hard Copy Submission: If submitted in hard copy, the certificate is usually issued within four working days. Notification will be sent by fax, and the certificate can be collected in person at the Registry with the fax notification and identification document. A written authorization will be required if a representative collects the certificate on behalf of the presentor.

Important Considerations on the Change of a Company Name in Hong Kong

Restrictions on Company Names

There are specific restrictions and guidelines regarding the registration of company names in Hong Kong:

Same Name: Certain words and their abbreviations are disregarded when determining if a name is "the same as" another. These include the definite article where it is the first word of a name and the words "company", "and company", "company limited", "and company limited", "limited", "unlimited", "public limited company", the characters "公司", "有限公司", "無限公司" and "公眾有限公司" where they appear at the end of the name.
Combination of Characters: A company name cannot combine English letters and Chinese characters. Simplified Chinese characters are also not allowed; only traditional Chinese characters can be used.
Interchangeable Expressions: The expressions "and" and "&", "Hongkong", "Hong Kong", and "HK", "Far East" and "FE" are respectively to be taken as the same. Additionally, a Chinese character is to be regarded as the same as another Chinese character if the Registrar is satisfied, having regard to the usage of the two characters in Hong Kong, that the two characters can reasonably be used interchangeably.

Objections and Trademarks

Objections: If a newly registered company name is "too like" an existing name, objections can be lodged with the Registrar within 12 months of the new name's registration. The objection should be made in good time, preferably at least one month before the expiry of the statutory period.
Trademark Registration: Company name registration with the Companies Registry does not guarantee approval for trademark registration. Trademarks are regulated separately by the Intellectual Property Department.

Banking and Compliance Challenges

In recent years, the banking system in Hong Kong has become more stringent, making it increasingly difficult to open corporate bank accounts without local contacts. Additionally, the level of compliance required has risen, complicating the day-to-day management of accounts. Despite these challenges, Hong Kong continues to be one of the most accessible and business-friendly jurisdictions globally.

Conclusion

Changing a company name in Hong Kong involves several detailed steps and strict compliance with the Companies Ordinance. By following this guide, businesses can navigate the process smoothly. It is also important to stay aware of the increasing challenges in the banking sector and compliance requirements. For any uncertainties, consulting with a professional is highly recommended to ensure full compliance and avoid potential pitfalls.