How do I issue (allot) new shares in a Hong Kong company, and what is the NSC1 deadline?
Issue shares through proper board and member approvals, then file Form NSC1 (return of allotment with a statement of capital) with the Companies Registry within one month after the allotment. Late filing risks up to HK$25,000 per breach plus a HK$700 daily default fine.
Steps
- Check authority: the articles and the Ordinance may require member approval before directors allot shares, and existing shareholders may have pre-emption rights under the articles or a shareholders' agreement.
- Directors pass a resolution to allot, setting the number of shares, price and allottees.
- Record the allotment in the register of members and issue share certificates as required.
- File Form NSC1 within one month of the allotment. It includes the allotment details and a statement of capital showing total share capital at that date.
- Pay the Registry fee (check the Registry's price list).
Penalty for late filing The Registry's pamphlet states a maximum penalty of HK$25,000 for each breach plus a daily default fine of HK$700.
Exceptions
- Shares issued to founder members who signed the articles on incorporation do not need an NSC1.
- Transfers between shareholders are not reported on NSC1; they appear in the next annual return.
Check also Allotting shares can change who is a significant controller, so update the significant controllers register.
Legal basis
- Companies Ordinance (Cap. 622), s.142
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
- Does my company need a registered office in Hong Kong, and how do I change it?Yes. Every Hong Kong company must have a registered office in Hong Kong where communications and notices can be sent. If it changes, file Form NR1 with the Companies Registry within 15 days, otherwise the company faces up to HK$50,000 per breach plus HK$1,000 per day.
- Is the Significant Controllers Register public, where is it kept, and what if I do not keep it?The register is not filed with the Companies Registry and is not open to the public. It must be kept at the registered office or another place in Hong Kong. Law enforcement can require access. Failing to keep it properly is an offence: HK$25,000 plus HK$700 a day for the company and each responsible person, and up to HK$300,000 and two years' imprisonment for knowingly false entries.
- What is the annual return (NAR1) in Hong Kong and when is it due?A private company must file Form NAR1 with the Companies Registry within 42 days after each anniversary of its incorporation. The fee is HK$105 if filed on time. It reports company and officer details, member information and business nature. It is separate from business registration renewal.
- What are the late fees if I file the Hong Kong annual return late?Instead of HK$105, the Companies Registry charges HK$870 if the return is up to three months late, HK$1,740 for three to six months, HK$2,610 for six to nine months and HK$3,480 beyond nine months, counted from the return date. Failing to file can also lead to prosecution.