To incorporate a business in Hong Kong, your company must have a company name. As the company evolves, the former name may no longer be appropriate or relevant. This can then warrant the need for a change of company name Hong Kong.
If you are in such a situation and want to know how to proceed, you are on the right track. This guide will walk you through the process of undergoing a change of name Hong Kong for your company, which falls under the responsibilities of a Hong Kong company secretary.
Having started doing business, you are not necessarily stuck with your company name forever. A clause in the Hong Kong Companies Ordinance permits a firm to alter its name even after incorporation.
However, you must adhere to specific guidelines when selecting a new name for your business. For instance, two companies should neither share the same name nor have words that are too similar. For a thorough understanding of the procedure, keep reading this article.
Change of Company Name in Hong Kong: Key Business and Legal Reasons
Aligning the Company Name with Business Direction
In Hong Kong, businesses often change their names when expanding beyond their initial scope. As companies expand or move into new markets, their existing name may no longer accurately represent their brand positioning. Changing the company name allows the legal identity to better reflect the company’s current operations and aid long-term strategy, while improving clarity for customers, partners, and stakeholders.
Corporate Restructuring and Ownership Changes
Corporate events such as mergers or acquisitions warrant a change of company name in Hong Kong. In these cases, the new name may reflect changes in shareholding structure, parent company alignment, or group branding requirements. A name change can ensure consistency across related entities and avoid confusion in any dealings.
Regulatory and Compliance-Driven Name Changes
Occasionally, a company may be required to change its name due to regulatory concerns. If a company name is misleading or too similar to an existing registered name, the Companies Registry may issue a direction requiring a change of company name. In such cases, changing the company name is a compliance obligation more than anything.
Change of Company Name in Hong Kong: General Naming Requirements
To ensure that your company is adhering to the standards established by the Companies Registry, the following must be applied when considering a change of company name Hong Kong:
Language
For the language requirement, you can pick a name in Traditional Chinese or English and not combine the two. Therefore, the term “Limited” must be added at the end if you use an English business name.
Conversely, the letters “有限公司” should be added at the end if you decide to have your company’s name in Chinese.
Uniqueness
Uniqueness is another guideline that should be observed while choosing or undergoing a change of company name Hong Kong. The name should not be identical to that of another incorporated company.
A name that has already been registered in the database or is currently being registered cannot be chosen.
Restrictions
Your company’s name cannot suggest that it is associated with the Hong Kong government or any other government agency.
The company’s name is only confirmed if it receives government permission without opposition or when the company is officially formed with the issuance of the Certificate of Incorporation.
Additionally, business owners are prohibited from derogatory or hostile names to the general population.
Change of Company Name in Hong Kong: Tips to Consider
Keep these helpful tips in mind when choosing a company name or undergoing a change of company name Hong Kong:
- Be cautious enough to make sure that the name you choose adheres to the proper requirements.
- Additionally, adding a definite article to a current company’s initial name will not be considered.
- Choose a name that will convey your business objectives.
- Make sure you adhere to the proper requirements.
- Use the e-Services portal to perform a company name search.
- Avoid unusual spellings and be watchful of translations.
- Keep it as short as possible.
Change of Company Name in Hong Kong: Steps Involved
1. Choosing a new business name
First, you will pick a business name, considering all the requirements. A company name that matches one listed in the Registrar of Companies (“the Registrar’s”) index of company names will be disregarded.
2. Adopt a Member Special Resolution
The shareholders must approve a Special Resolution (or “SR”) to modify the business name. However, a documented report from the Special Resolution meeting may not be necessary.
3. Submission of document
Fill and obtain a Form NNC2 “Notice of Change of Company Name.” Submit the appropriate fees to the Companies Registry within 15 days after a Special Resolution has been passed. Your request will then be left pending until it is accepted
4. Obtain the Certificate
Depending on how the Form NNC2 is delivered, the Certificate will either be granted electronically or in hard copy form. The legal implications of digital or printed certificates are the same.
5. Update your business name
After receiving your change of company name Hong Kong certification, you need to update the information in all places where the name is used.
Examples of places where to update your information are a bank account, merchant accounts, business address, business card and stationeries, website, and other areas where necessary.
Change of Company Name in Hong Kong: Compliance and Updates
Updating Statutory and Tax Records
Upon completing the registration process for a change of company name in Hong Kong, companies are required to update their statutory records. One key requirement is updating the Business Registration Certificate with the Inland Revenue Department in order for the tax records to accurately reflect the new company name. Timely updates will assist in preventing discrepancies between corporate and tax filings.
Revising Business Documents and Records
Beyond statutory filings, companies are required to update all business documents and records that display the company name. This includes but could span beyond contracts, invoices, official correspondence, and corporate websites. Bank accounts, licenses, permits, insurance documents, and more could also require notification or supporting documentation to reflect the name change.
Maintaining Consistency Across Operations
Consistency across all internal and external records is crucially important following a change of company name in Hong Kong. Inconsistent use of the old and new names would potentially bring about confusion, delay transactions, or raise concerns. A coordinated approach helps ensure smooth business operations and preserves the company’s image.
Change of Company Name in Hong Kong: How to Tell the Uniqueness of a Business Name
Using a company name search, you can tell if a business name is the same as that of another. This can be done physically at the Companies Registry’s public search center in Hong Kong or through the e-Services portal online.
You will need to enter the entire and precise business name you wish to check on the website using the “Exact Name Search” method. Make sure to include all spaces and characters, among others.
Change of Company Name in Hong Kong: Mistakes to Avoid
Insufficient Name Availability Checks
One common but avoidable mistake when pursuing a change of company name in Hong Kong is not conducting adequate name availability checks. Proposing company names that look similar to existing company names or contain restricted words would potentially be rejected, leading to delays and the need to restart the process.
Missing Statutory Filing Deadlines
Another frequent mistake would be overlooking filing deadlines. Once the special resolution approving the name change has been passed, the notification has to be submitted to the Companies Registry within the specified timeframe. Late filings could potentially result in penalties and administrative complications.
Overlooking Post-Registration Responsibilities
Companies often assume the process ends when the Certificate of Change of Name is issued. However, looking past post-registration updates is bound to create inconsistencies across legal, financial, and operational records. A well-thought-out approach ensures that the change of company name in Hong Kong is implemented and legally recognized.
Premia TNC’s Assistance in Change of Company Name in Hong Kong
At Premia TNC, our experienced company secretaries can assist business owners in renaming their company and ensuring the new name complies with all legal requirements.
Additionally, we can help you with any other changes to your company, such as changing your registered office address, director, or secretary. Do not worry if you are rushing to complete these tasks.
We have qualified professionals who can assist you while you concentrate on expanding your company. Kindly get in touch with us right away if you’d want further details regarding your company’s name change.
Frequently Asked Questions
Is it possible to swap a company's name with another existing company name?
Yes. One of the ways to undergo a change of company name Hong Kong is to swap your business name with another company’s name. To do so, you will need to submit the following document to the Companies Registry for review:
- A letter outlining the specific justifications for the name swap
- Two “Notices of Change of Company Name” (Form NNC2), one from each firm changing names, each with a charge of HK$295
- Letters from the two corporations permitted the names to be used again
- A Certificate of Change of Name will then be given to the two firms switching names on the same day if the name swap is approved
What would happen if a business disregards the change of company name Hong Kong directive given by the Registrar of Companies?
The firm and/or its officials risk penalties if they fail to follow the Registrar of Companies’ directive on a change of company name Hong Kong.
The maximum punishment for non-compliance is HK$100,000, and there is an additional daily default charge of HK$ 2,000 for continued non-compliance.
Can the term "Ltd" conclude an English company name in Hong Kong?
No. Even though “Ltd” is sometimes mistaken for “Limited,” according to Section 102 of the Hong Kong Companies Ordinance, the final word in the English company name of a limited company must be “Limited.”
