Hong Kong: Change of Status of Company

You've set up a Hong Kong Company and need to change its status from:

• A private Hong Kong company limited by shares to a public company
• A public company with a share capital to a private company

None of the above mentioned changes would affect the identity of a company, its continuity or the property, rights or obligations of the company.

From Private to Public

Every private company may decide to change the status to a public company.

• Special resolution adopting new articles to remove the definition of a private company
• Submission to the Companies Registry (form NAA4, Form NNA1 and a new set of Articles of Association)
• A certified copy of financial statements prepared for the financial year immediately before the financial year in which the alteration takes place

The conversion includes 3 steps as follows:

• The board of directors instructs the company secretary to convene an EGM to pass the special resolutions.
• After the EGM, the documents 2 and 3 are lodged with the Companies Registry.
• The change of company status is reflected in the company's records at the Companies Registry.

From Public to Private

Conversion from a public company to a private company:

• Special resolution adopting new Articles to insert the definition of a private company
• Submission to the Companies Registry (Form NAA4, Form NAA1 and a new set of Articles of Association

The conversion includes 3 steps as follows:

• The board of directors instructs the company secretary to convene an EGM to pass the special resolutions.
• After the EGM, Form NAA1, Form NAA4 and a certified copy of amended articles of association are lodged with the Companies Registry within 15 days.
• The change of company status is reflected in the company's records at the Companies Registry.