How To Change Company Name & Address: Overview Of Procedures & Things To Consider For Limited/Unlimited Companies

Limited Company Name Change Procedure

Changing a limited company’s name often involves its company registration, business registration and trade mark. These three registrations play different roles and are managed by different government departments, namely the Companies Registry, the Business Registration Office of the Inland Revenue Department, and the Trade Marks Registry of the Intellectual Property Department¹. Registering a business or a company name does not equate to trademarking the name; only through registering a trade mark can we ensure the trade mark owner’s rights in Hong Kong are protected¹. Limited companies can take advantage of the “One-Stop Notification of Change of Company Particulars” service provided by the government to manage any matter related to the changing of the company's name on company registration and business registration². The “Electronic Certificate of Change of Name” can be issued within 1 hour at the earliest³. 
The procedure to change a limited company’s name is as follows: 

• Decide on a new company name. You can register up to 1 English name and 1 Chinese name³;
• Conduct a free search through the Registry’s Cyber Search Centre, use the “Exact Name Search” mode to confirm that your new company name has not been used³;
• The company needs to pass a Special Resolution internally to change the company name and amend the Articles of Association as altered (but are not required to file)³;
• As of 26 December 2023, one must submit the Form NNC2 "Notice of Change of Company Name" within 15 days after the passing of the Special Resolution, together with a fee of HK$ 295, to the Companies Registry³;
• You may submit the form either electronically through the "e-Registry" portal or in person to the Shroff on the 14th floor of the Queensway Government Offices³;
• Depending on how the NNC2 form was submitted, the Companies Registry will issue a "Certificate of Change of Name" in electronic or hard copy form: 

1. Electronic Form: issued within 1 hour via email³;
2. Hard Copy Form: can be collected in person within 4 working days³.

• Upon the receipt of the Certificate of Change of Name, the new company name will take effect on the same day³;
• The Companies Registries will transfer the information of the changing of the company name to the Business Registration Office of the Inland Revenue Department. The company is not required to make any additional arrangements⁴;
• The Business Registration Office usually sends out the amended Business Registration Certificate and amended Branch Registration Certificate(s) by post automatically, on the next working day after the "Certificate of Change of Name" is issued².

Regarding trade mark registration - a company may submit a new application for a new name if needed. A certificate of trade mark registration will only be granted if no third party has posed an opposition within the three-month opposition period from the publication date1. If both the compnay's name and the trade mark need to be changed, it is advisable to first check the trade mark records with the Trade Marks Registry or through free online search services to avoid using the same or similar trademarked names.

Ways To Change An Unlimited Company Name

To change the name of an unlimited company, you are only required to notify the Business Registration Department in writing or by submitting the completed IRC 3110A form to them within 1 month of the name change, clearly listing the business registration number, the old and new business names, the company's address and the date of change, etc⁴. 

Things To Consider When Changing A Company's Name

Changing a company’s name is similar to naming a company at the time of incorporation, the changed company's name must fulfil the following criteria: 

• A company is allowed to register up to 1 English name and 1 Chinese name. However, a company name with a combination of English letters and Chinese characters is not allowed³; 
• A company's Chinese name must be in traditional Chinese characters³; 
• The use of words or expressions such as "trust", "chamber of commerce", etc. requires prior approval³; 
• A company's name cannot be "too like" an already-registered name; 
• A company's name should not conflict with a trade mark in order to minimise risks of litigation for an infringement of a trade mark³.

Limited/Unlimited Company Address Change Procedure

Limited companies can utilise the “One-Stop Notification of Change of Company Particulars" service to change their registered office address. For some companies, the registered office address differs from the business address. If there is also a change of the business address, the company needs to notify the Business Registration Office additionally in writing or by submitting the IRC3111A Form within 1 month of the change². 

To change the business address of an unlimited company, the IRC3111A Form needs to be submitted to the Business Registration Office, clearly listing the business registration number, the name of the business, the old and new business addresses, the date of the change, etc. You may be required to provide proof of address for your application, such as a copy of the tenancy agreement or a recent utility bill for verification⁴.

Change A Company's Address For  Bank Accounts And Notification Of Change Of Customer Data 

After completing the procedures to change a company's address, the subject company may be required to submit a notification of change of customer data for individual banks, providing the updated information or reopening a bank account. Examples of documents that are commonly required for the change of customer data are⁵ : 

• Form NR1 filed with the Hong Kong Companies Registry (with the filing date and time chop) or a valid business registration certificate; 
• Form NN9 filed with the Hong Kong Companies Registry (with the filing date and time chop) or a valid business registration certificate;
• Copies of recent utility bills issued in the last 3 months; 
• Recent correspondence from a government department or agency within the last 3 months, such as annual tax returns, land search reports, etc.; 
• A Hong Kong tenancy agreement that has been duly stamped by the Inland Revenue Department; 
• Confirmation from a solicitor of a sale or purchase of property, or legal documents recognising title to the property. 

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The above information is only for your reference. For detailed information, please refer to the sources and seek professional advice if necessary. 

Article published on 19 March, 2024

¹Source: Intellectual Property Department - “Differences among company registration, business registration and trade mark registration”  (https://www.dbs.com.hk/sme/disclaimer.page?url=https://www.ipd.gov.hk/en/trade-marks/faqs/trade-marks-ordinance/index.html#a39) 
²Source: Companies Registry: One-stop Notification of Change of Company Particulars #1, #2, #6 (https://www.dbs.com.hk/sme/disclaimer.page?url=https://www.cr.gov.hk/en/faq/local-company/change-of-particulars.htm) 
³Source: Companies Registry - How to change a company name? (https://www.dbs.com.hk/sme/disclaimer.page?url=https://www.cr.gov.hk/en/services/change-company-name.htm)
Change of Name of a Local Limited Company (https://www.dbs.com.hk/sme/disclaimer.page?url=https://www.cr.gov.hk/en/publications/docs/6-e.pdf)

 ⁴Source: Inland Revenue Department - Notification of Change of Business Registration Particulars (https://www.dbs.com.hk/sme/disclaimer.page?url=https://www.ird.gov.hk/eng/tax/bre_cbp.htm) 
⁵Source: DBS SME Banking - All SME Banking Forms - Notice of Change of Customer Data Form P.4

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