NR1 Change of Registered Office (Hong Kong)

A NR1 Change of Registered Office in Hong Kong records the items, steps, or particulars it organises for the purpose at hand.

Section 658 of the Companies Ordinance (Cap. 622) imposes the notification obligation. The registered office is the official address of the company for legal and regulatory purposes — it is the address at which the company's statutory registers must be kept, at which official correspondence and legal notices must be capable of being served, and which appears on the public register maintained by the Companies Registry and accessible through ICRIS (icris.cr.gov.hk). Section 628 of Cap. 622 requires the register of members to be kept at the registered office or at an alternative location notified to the Companies Registry. Section 641 of Cap. 622 imposes the same requirement for the register of directors.

The Companies Registry updates its public register promptly upon receiving a correctly completed NR1 filing. Once the new address is recorded on the public register, it becomes the official registered office for all purposes — including service of legal proceedings on the company, regulatory correspondence from the Companies Registry, and searches by counterparties and the Inland Revenue Department (IRD) conducting due diligence.

Under Cap. 622, the registered office must be a physical address in Hong Kong. A PO Box alone does not satisfy the requirement. Virtual office addresses provided by professional service providers — which offer a physical address at which mail can be received and redirected — are generally acceptable as registered offices, provided the address is a real, staffed premises capable of receiving mail and legal service. Serviced offices at business centres in Central, Wan Chai, Kowloon, and Causeway Bay are commonly used as registered offices by small and medium-sized Hong Kong companies.

Many Hong Kong companies use the address of their company secretarial service provider as their registered office. When a company changes its company secretarial service provider, filing the NR1 to update the registered office address at the Companies Registry is a routine part of the transition. The outgoing company secretary must cooperate in the handover of all statutory records, including the registers required under Section 628 and Section 641 of Cap. 622.

The Inland Revenue Department (IRD) maintains separate records of each company's business address for Business Registration Certificate (BRC) purposes under the Business Registration Ordinance (Cap. 310). The NR1 filed with the Companies Registry updates only the registered office on the Companies Registry register — it does not automatically update the business address on the IRD's Business Registration records. Separate notification to the IRD is required if the business address is also changing, within one month of the change under Cap. 310.

The Significant Controllers Register (SCR) — introduced under Part 5A of the Companies Ordinance (Cap. 622) in 2018 — must be kept at the registered office or at an alternative location notified to the Companies Registry. The SCR records individuals and entities with significant control over the company — those holding more than 25% of shares or voting rights, or with the right to appoint or remove a majority of directors. Law enforcement authorities including the Hong Kong Police Force, the ICAC, the SFC, and the HKMA may access the SCR upon written notice. Forms-legal.com provides an NR1 Change of Registered Office template compliant with Section 658 of the Companies Ordinance (Cap. 622).

The NR1 Change of Registered Office Form must be filed with the Hong Kong Companies Registry within 15 days of any change in the registered office address of a Hong Kong-incorporated company. The 15-day deadline is mandatory under section 658 of the Companies Ordinance (Cap. 622), and failure to file within this period constitutes an offence.

The most common trigger for an NR1 filing is a change of company secretarial service provider. When a company moves from one company secretarial firm to another, the registered office address typically changes from the outgoing firm's address to the incoming firm's address. The NR1 must be filed promptly as part of the company secretarial handover.

Companies that relocate their own office premises and use their own office as the registered office must file the NR1 when they move to a new location. For companies in Central, Wan Chai, Kowloon, or other commercial districts of Hong Kong, office moves are frequent, and the NR1 filing should be incorporated into the office relocation checklist.

Startup companies incorporated using a co-working space or incubator address as the registered office often need to file NR1 forms as they graduate from shared working environments to dedicated office premises. Each address change requires a separate NR1.

Companies going through mergers, acquisitions, or corporate restructurings may change their registered office as part of the transaction — particularly if the acquiring group has a preferred registered office address for all its Hong Kong subsidiaries. The NR1 should be filed as part of the post-completion integration process.

Where a company's registered office address has become incorrect in the Companies Registry records — for example, because a landlord of a serviced office has changed address or because a company secretarial firm has relocated — the NR1 must be filed to update the record. An incorrect registered office address on the Companies Registry public register can result in failure to receive legal proceedings and regulatory notices.

Companies must also separately notify the IRD of any change in their principal place of business under the Business Registration Ordinance (Cap. 310) if the business address (as opposed to the Companies Registry registered office) has changed.

The NR1 Change of Registered Office Form for a Hong Kong company must contain all information required by the Companies Registry to update the public register of companies with the new registered office address within the 15-day statutory deadline.

The company identification section requires the exact company name as registered with the Companies Registry and the unique company number. These must precisely match the existing Companies Registry records. Any variation in the company name (including different punctuation or spacing) will delay processing.

The effective date of the change is the date on which the company's registered office actually changed to the new address — typically the date of the board resolution approving the change, or the specific effective date stated in that resolution if the change is to take effect on a future date. The 15-day filing period runs from this effective date.

The new registered office address must be a complete, physical address in Hong Kong, stated in full: flat/unit/floor number, building name, street number and name, district, and the designation 'Hong Kong'. The address must be a physical location at which the company's statutory registers can be kept and at which mail and legal notices can be received. A PO Box number alone is not acceptable.

The previous registered office address should also be stated to provide context for the Companies Registry to update its records correctly and to match against the address currently on the register.

A board resolution authorising the change of registered office should be passed before or simultaneously with the NR1 filing. While the Companies Registry does not require a copy of the board resolution to be filed with the NR1, the resolution should be minuted and retained in the company's statutory records.

The declaration must be signed by a director or the company secretary of the company, confirming that the information is accurate and that the signatory is authorised to make the notification on behalf of the company.

Additional notifications that should accompany or follow the NR1: (1) notification to the IRD of any change in business address under the Business Registration Ordinance (Cap. 310) if the business address is also changing; (2) notification to the company's bank(s) of the new registered office address; (3) updating the company's letterhead, website, emails, and other correspondence materials to show the new address; and (4) notifying statutory registers (such as the Land Registry for property-owning companies, or the Companies Registry for charges on the company's assets) if the registered office change affects the addresses recorded in those registers.

Business Registration Update: A reminder that the NR1 updates only the Companies Registry registered office — if the company's principal place of business shown on the Business Registration Certificate issued by the Inland Revenue Department (IRD) is also changing, a separate notification to the Business Registration Office under Cap. 310 must be made within one month of the change. The two registrations — Companies Registry and IRD — are maintained independently and must each be updated separately. Forms-legal.com provides an NR1 Change of Registered Office template compliant with section 658 of the Companies Ordinance (Cap. 622) for Hong Kong companies.

Filing Method: The NR1 can be filed in paper form delivered to the Companies Registry at Queensway Government Offices, 66 Queensway, Hong Kong, or submitted electronically through the ICRIS e-Filing portal at the Companies Registry's website. Electronic filing is generally faster and provides immediate confirmation of receipt. The Companies Registry charges a prescribed filing fee, payable at the time of filing. Fees are subject to periodic revision — confirm the current fee at cr.gov.hk before filing.

The NR1 Change of Registered Office Form in Hong Kong must be delivered to the Companies Registry within 15 days after the change takes effect, as required by Section 658 of the Companies Ordinance (Cap. 622). Filing through the Companies Registry's e-Registry portal is recommended; paper filings may be delivered to the Companies Registry at Queensway Government Offices, 66 Queensway, Hong Kong.

Step 1: Identify the effective date. The 15-day period runs from the date the registered office actually moved — typically the effective date in the board resolution, not the NR1 filing date. Record this date precisely; it determines the deadline and appears on the form.

Step 2: Pass a board resolution. Before or simultaneously with filing, the board resolves to change the registered office and authorises the company secretary or a director to submit the NR1. Minute and retain the resolution; the Companies Registry may request evidence of authorisation.

Step 3: Complete company identification. Enter the exact company name and number as registered. Any discrepancy — including punctuation or spacing — will delay or prevent processing.

Step 4: State the effective date. Enter the date the registered office moved to the new address as stated in the board resolution.

Step 5: State the previous registered office address. Enter the full address exactly as it appears on the Companies Registry public register: unit/floor, building name, street number, street name, and district.

Step 6: State the new registered office address. Enter the complete new physical Hong Kong address: unit/floor, building name, street number, street name, and district. The address must be a real physical premises — not a PO Box alone — at which statutory records can be kept and mail and legal notices received. A serviced office, co-working space, or company secretarial firm's address is acceptable.

Step 7: Sign the declaration. A director or the company secretary signs confirming accuracy and authority to notify on behalf of the company.

Step 8: File and pay. Submit through e-Registry and pay the filing fee set under the Companies (Fees) Regulation. Retain the submission reference number. Late filings — after the 15-day deadline — attract a higher fee and constitute a criminal offence under Cap. 622.

Step 9: Complete related notifications. The NR1 updates only the Companies Registry registered office. Separately notify the Inland Revenue Department of any business address change under the Business Registration Ordinance (Cap. 310) within one month. Update the company's bank records, letterhead, and website, and relocate statutory registers under Sections 628, 641, and 475 of Cap. 622 to the new address.

Step 10: Verify on ICRIS. Check the Companies Registry's public register to confirm the new address is recorded. Retain the NR1, board resolution, and e-Registry confirmation for at least seven years.