How to Change a Company Name in Hong Kong
- Sep 3, 2024
- 4 min read
Overview of the Name Change Process
Changing a company name in Hong Kong is a relatively straightforward administrative process, governed by the Companies Ordinance (Cap. 622). Whether rebranding, correcting an error, or aligning the company name with a new business direction, the process can be completed within a few weeks if all documentation is in order.
The change takes effect in two stages: first, approval by the Companies Registry; second, updating all downstream documents such as the Business Registration Certificate, bank accounts, and contracts.
Restrictions on Company Names
Before initiating a name change, confirm that the proposed new name meets Hong Kong's naming requirements:
The name must not be identical or too similar to an existing registered company name
It must not contain restricted words such as "bank", "trust", "insurance", or "royal" without prior approval from the relevant authority
It must not be misleading, offensive, or contrary to public interest
Chinese and English names are treated separately, and both can be registered simultaneously
A name that is similar to an existing trademark may also be challenged, so a trademark search is advisable before proceeding.
Step-by-Step Process
Step 1: Pass a Special Resolution
The shareholders must pass a special resolution approving the new company name. A special resolution requires a 75% majority of votes cast. The resolution must be documented in writing, signed by all members present, and retained in the company's statutory records.
For a sole shareholder company, a written resolution signed by the single member is sufficient.
Step 2: File Form NR1 with the Companies Registry
Within 15 days of passing the special resolution, file Form NR1 (Notice of Change of Company Name) with the Companies Registry. The filing fee is HK$295 for a standard application.
The application can be submitted in person at the Companies Registry or online via the e-Registry portal. The Registry typically approves the name change within four working days if the application is complete and the name is available.
Step 3: Receive the Certificate of Change of Name
Upon approval, the Companies Registry issues a Certificate of Change of Name. This certificate is the formal legal document confirming the new name. The original registration number and all existing rights and obligations remain unchanged, the company continues as the same legal entity under its new name.
Step 4: Update the Business Registration Certificate
A separate application must be made to the Inland Revenue Department to update the Business Registration Certificate to reflect the new company name. Submit the Certificate of Change of Name together with the existing Business Registration Certificate and pay the applicable fee.
Step 5: Update All Third-Party Records
Once the name change is official, update the following as a priority:
Bank accounts and signatory mandates
Registered business address records
Company chop (company seal) and letterhead
All contractual agreements where the old name appears
Government registrations, licences, and permits
Supplier and client records
Domain names and online presence
Timeline and Costs
The full process, from passing the special resolution to receiving the updated Business Registration Certificate, typically takes two to four weeks. Key costs include:
Companies Registry filing fee for Form NR1: HK$295
Business Registration Certificate update fee: approximately HK$250
Professional fees for a company secretary to manage the process: typically HK$1,500 to HK$4,000
Impact on Existing Contracts and Obligations
A company name change does not affect the company's existing legal obligations. All contracts, debts, licences, and court proceedings remain valid and enforceable under the new name. However, it is good practice to notify all counterparties in writing and to formally amend or restate key contracts where the company name is referenced throughout.
If the company holds trademarks registered under the old name, those trademarks should be reviewed and updated with the Intellectual Property Department separately.
Can a Company Change Its Name More Than Once?
Yes. There is no limit on the number of times a company can change its name in Hong Kong, provided each change follows the proper procedure and the proposed name meets all naming requirements. However, frequent name changes can affect a company's credibility with banks and business partners, so changes should be made deliberately and with a clear business rationale.
Frequently Asked Questions, Changing a Company Name in Hong Kong
Does changing a company name affect the registration number?
No. The company registration number remains the same regardless of how many times the company changes its name. The number is permanently linked to the legal entity, not to its name.
Do I need a lawyer to change a company name?
A lawyer is not strictly required. Most company secretarial firms can handle the entire process on your behalf. However, if the name change is part of a broader restructuring or if there are complex shareholder arrangements, legal advice may be advisable.
Can I reserve a new company name before passing the resolution?
Yes. You can conduct a name search at the Companies Registry to confirm the name is available before the shareholder resolution is passed. This avoids the risk of approving a name that is subsequently rejected.
How long does the Companies Registry take to approve a name change?
Typically four working days from the date of filing if the application is complete. Incomplete applications or names that require additional scrutiny may take longer.
What happens if the new name is rejected?
The Companies Registry will notify you of the rejection and the reason. You can then propose an alternative name and file a new application. The original name remains valid in the meantime.
Does a name change affect the company's bank accounts?
The bank accounts remain open but must be updated to reflect the new name. Most banks require a certified copy of the Certificate of Change of Name and updated signatory documents. Processing times vary by bank, typically one to three weeks.
Do all directors need to sign the special resolution?
No. A special resolution requires a 75% vote among shareholders, not directors. Directors are responsible for implementing the resolution and filing the appropriate forms, but they do not vote on the resolution itself unless they also hold shares.
Can a foreign-owned Hong Kong company change its name?
Yes. The process is identical regardless of whether the company is locally or foreign-owned. Foreign shareholders can vote by proxy if they are unable to attend a meeting in person, and written resolutions are a common and legally valid alternative.
If you need assistance with a company name change, or any other aspect of Hong Kong company administration, our team is here to help.