Registration of Charges
The registration of charges in Hong Kong is governed by the Companies Ordinance (Cap. 622) and is administered by the Companies Registry. A charge is essentially a security interest granted by a company over its assets to secure a debt or other obligation. The registration of charges serves the purpose of providing public notice of the existence and particulars of the charge, thereby protecting the interests of creditors and other stakeholders.
Types of Charges
There are two main types of charges that are subject to registration in Hong Kong:
Fixed charges: These charges are created over specific assets of the company, such as land, buildings, or equipment.
Floating charges: These charges are created over the company's undertaking as a whole, or over all its present and future assets.
The following charges must be registered with the Companies Registry:
Any charge created by a company registered in Hong Kong, regardless of the location of the property charged.
Any charge created outside of Hong Kong over property situated in Hong Kong.
Time Limit for Registration
The general time limit for registering a charge is one month after the date of its creation. However, there are some exceptions to this rule, such as for charges created outside of Hong Kong.
A court order extending the time for registration of a charge under section 346 of the Companies Ordinance will be required for any charge which is delivered to the Registrar for registration after the prescribed time period.
Consequences of Non-Registration
A charge that is not registered with the Companies Registry is not enforceable against any person other than the company itself. This means that if the company becomes insolvent, the chargee (the person in whose favor the charge is granted) will not be able to recover the debt from the company's assets.
How to Register a Charge
Charges can be registered with the Companies Registry in person, by mail, or online. The Companies Registry provides a detailed guide on how to register a charge on its website.
Documents Required for Registration
The following documents must be submitted to the Companies Registry for registration of a charge:
A completed Statement of Particulars of Charge (Form NM1).
A certified true copy of the instrument creating or evidencing the charge.
Instrument creating or evidencing the charge or mortgage
The copy of instrument creating or evidencing the charge has to be properly certified
Make sure that the copy of instrument has been certified. The certification should be endorsed either on the front or last page of the charge instrument copy. If endorsement is given on the first page, please avoid using the space at the top right hand corner of the instrument copy which is reserved for the filing stamp.
The capacity of the person certifying the copy of instrument / the date of making the certification has to be stated
The copy should be certified as a true copy:
(a) by a director, company secretary or an authorized person of the company delivering the copy for registration; or
(b) by any other person interested in the charge.
Make sure that the name and the capacity of the person certifying the copy instrument has been stated correctly below his / her signature and dated.
"Certified True Copy
Name (name of person)
Director / Company Secretary / Authorized Representative / Solicitor (capacity to be specified)
For and on behalf of the Chargor / Chargee
The charge instrument will give rise to constructive notice of all the terms in the charge instrument, including negative pledge clauses
How Long it Takes
Normally the certificate of registration will be issued in 7 working days.
Registration of charges and related documents
Statement of Particulars of Charge
For more information on the registration of charges in Hong Kong, you can refer to the following resources:
How Bestar can Help
Here are some general ways Bestar might be able to assist:
1. Preparing and submitting documents:
Bestar can help you complete the Statement of Particulars of Charge (Form NM1) and ensure all other required documents are prepared accurately and according to the Companies Registry's guidelines.
We can also handle the submission of documents to the Registry, either in person, by mail, or online, depending on your preference.
2. Legal advice and expertise:
Bestar has other legal professionals on staff who can provide guidance on the specific requirements for registering your charge, ensuring it complies with all relevant regulations.
We can also help you navigate any complexities or potential issues that may arise during the registration process.
3. Efficiency and time-saving:
By handling the preparation, submission, and any follow-up with the Registry, Bestar can save you valuable time and effort, allowing you to focus on other aspects of your business.
Our experience and knowledge of the process can help ensure a smooth and efficient registration, minimizing the risk of delays or errors.
4. Additional services:
Bestar offers additional services related to charge registration, such as:
Keeping track of registration deadlines and renewals.
Providing updates on the status of your application.
Liaising with the Registry on your behalf if any clarifications or amendments are needed.
Here are some steps you can take to find out more about how Bestar can help:
Get a quote for our services to understand the cost involved.
Bestar can assist you with the registration of charges in Hong Kong.