香港公司更改名稱 NNC2 十五日交付時限

香港公司更改名稱 NNC2 十五日交付時限：核心答案

根據公司註冊處《常見問題 — 本地有限公司 — 公司名稱》的說明，香港有限公司在註冊成立後，可透過特別決議更改公司名稱。公司須於該特別決議獲通過後的15 日內，以電子形式透過公司註冊處「電子服務網站」交付填妥的表格 NNC2「更改公司名稱通知書」及所需費用；亦可到金鐘道政府合署 14 樓收款處，以印本形式交付表格 NNC2 及費用。換言之，15 日期限的起算點是特別決議獲通過當日，而非新名稱實際生效之日，亦非股東簽署書面決議以外的任何其他事件。

同一來源亦指出一項常被忽略的細節：「公司更改名稱證明書」發出之日，即公司更改名稱生效的日期。因此，交付 NNC2 與名稱生效是兩個不同環節——前者是向公司註冊處作出通知並繳費，後者取決於證明書的發出。此外，該來源明確說明，更改名稱的特別決議及經修改的公司組織章程細則（如只修改公司名稱）無需交付公司註冊處。這意味著 NNC2 是此流程中主要的交付文件，而不是連同決議文本一併提交。

本文聚焦一項實務問題：當公司已通過特別決議更改名稱，如何理解並安排這 15 日的 NNC2 交付時限。討論範圍涵蓋時限的起算與計算、電子與印本兩種交付途徑、名稱生效日期與交付日期的區別，以及公司秘書與董事在時限內通常需要作出的內部安排。本文不處理商標註冊、名稱「太過相似」的反對程序，亦不涵蓋非香港公司或公司註冊成立本身的程序；該等議題受不同規則規管，宜另行查閱相關來源。

如你希望按步驟核對自身情況，可參閱我們整理的公司秘書服務資源，了解交付表格與時限管理的一般做法。

Who Should Plan Around the NNC2 15-Day Filing Window, and What Decisions Follow

The 15-day NNC2 delivery window is not a concern for every company at every moment. It becomes a live planning issue for a specific set of decision-makers: directors and company secretaries of Hong Kong private companies limited by shares that have passed, or are about to pass, a special resolution to change the company name; business owners coordinating a rebrand, a bank account update, or a new trading identity; and professional advisers managing the filing calendar on the company’s behalf. For these parties, the practical question is not whether the deadline exists, but how to sequence decisions so that the special resolution, the NNC2 delivery, and the operational consequences of the new name do not collide.

Directors and Company Secretaries: Owning the Filing Calendar

Directors and company secretaries are typically the people who must ensure the NNC2 is delivered within the prescribed period. The key planning decision here is timing the special resolution itself. Because the 15-day period runs from the date the special resolution is passed, a company that passes the resolution before it has confirmed the availability of the proposed name, or before it has prepared the supporting documents, compresses its own filing window. A more controlled approach is to treat the resolution date as the trigger for a short internal checklist: confirm the resolution wording, prepare the NNC2, and arrange delivery through the Companies Registry’s Electronic Services Website or at the Revenue Collection counter at 14/F, Queensway Government Offices, together with the correct fee.

Business Owners: Separating Filing from Effectiveness

Business owners often assume that once the special resolution is passed, the new name is immediately effective. The Companies Registry source material indicates otherwise: the date of issue of the Certificate of Change of Name is the date on which the change of name takes effect. This distinction matters for planning. Contracts, invoices, signage, and banking records should not be switched over purely on the basis of the resolution date. The operational rollout should be aligned with the certificate, while the NNC2 delivery is managed against the 15-day clock. Treating these as two separate milestones reduces the risk of using a name that is not yet effective.

What the NNC2 Filing Does Not Require

Another decision point concerns what must accompany the NNC2. According to the Companies Registry source, the special resolution for changing the name, and the amended articles of association where only the company name is changed, do not need to be delivered to the Companies Registry. This means the NNC2 is the principal filing in this process, rather than one document among several. Advisers should therefore avoid building a delivery package around assumptions that the resolution text or amended articles must be filed alongside it.

Practical Planning Takeaways

For companies considering a name change, the useful planning sequence is: confirm the proposed name is acceptable before committing to a resolution date; pass the special resolution; deliver the NNC2 within 15 days of that date using the electronic or printed route; and align external communications with the issue of the Certificate of Change of Name. A resource checklist covering the NNC2 form, the applicable fee, and the two delivery channels can help directors and company secretaries keep the filing and the rebrand on separate, manageable tracks.

Preparing to File NNC2: What to Confirm Before the 15-Day Clock Runs Out

The 15-day NNC2 delivery window is measured from the date the special resolution to change the company name is passed. Because the deadline is fixed at that point, the practical work of preparation must happen before or immediately after the resolution — not after the new name is already in use. Directors and company secretaries should therefore treat preparation as a pre-filing discipline, gathering the required information and confirming the delivery route in advance.

Confirm the resolution date and the exact form

The first item to lock down is the date the special resolution was passed, since that date anchors the entire 15-day period. The second is the correct form: Form NNC2, the “Notification of Change of Company Name.” According to the Companies Registry’s guidance on local company incorporation and related filings, the form is delivered either electronically through the Registry’s e-Services website or in printed form at the Revenue Collection counter at 14/F, Queensway Government Offices, together with the correct fee. Confirming both the resolution date and the delivery channel before the clock starts prevents avoidable delay.

Gather the supporting details the filing depends on

Before submitting NNC2, the company should verify the proposed new name against the Companies Registry’s Company Name Index using the full-name search mode, entering the complete proposed name (traditional Chinese characters if a Chinese name is used). The Registry notes that a name identical to one already on the index will not be approved, and that applicants should also check the Trade Marks Registry maintained by the Intellectual Property Department, since adopting a name that infringes another party’s intellectual property can attract criminal or civil sanctions in Hong Kong or elsewhere. These checks are preparation steps, not filing steps, and they are best completed before the resolution is passed.

Decide the delivery method and who will file

Preparation also means deciding whether to file electronically or in printed form, and identifying who will submit the form and pay the fee. The Registry’s incorporation guidance describes both routes, and the choice affects how the filing is made rather than whether the 15-day deadline applies. A company secretary or authorised person should be nominated in advance so that the filing is not delayed by last-minute logistics. For a structured checklist covering the preparation stage, see our company secretary service resources.

How to Deliver Form NNC2 Within the 15-Day Window: A Step-by-Step Process

Once the special resolution to change the company name has been passed, the 15-day clock is already running. The steps below describe the sequence for delivering Form NNC2, based on the Companies Registry’s guidance on changing a company name and the incorporation workflow published on the Registry’s website.

Step 1: Confirm the resolution date and mark the deadline

The 15-day period begins on the date the special resolution is passed. Before doing anything else, the company secretary should record that date and identify the last day for delivery. Because the deadline is tied to the resolution date rather than to any later event, no time should be lost waiting for the new name to be used in practice.

Step 2: Complete Form NNC2 accurately

Form NNC2 is the “Notification of Change of Company Name.” The company should ensure the form reflects the new name exactly as approved by the resolution, matching the name that was checked against the Companies Registry’s Company Name Index. The Registry notes that a name identical to one already on the index will not be registered, so the name on the form should be the one the company has already verified.

Step 3: Choose the delivery channel

The Companies Registry accepts Form NNC2 either electronically through its e-Services website or in printed form at the Revenue Collection counter on 14/F, Queensway Government Offices. The same source confirms that the form must be delivered together with the correct fee. The company should select the channel that allows it to meet the 15-day deadline comfortably.

Step 4: Deliver the form and fee within 15 days

The completed Form NNC2 and the required fee must reach the Companies Registry within 15 days of the resolution date. Delivery through the e-Services website is generally the faster route, while printed delivery involves attending the counter. Whichever route is used, the delivery date — not the date the certificate is issued — determines whether the 15-day requirement has been met.

Step 5: Await the Certificate of Change of Company Name

After delivery, the Companies Registry processes the notification. The Registry states that the date on which the Certificate of Change of Company Name is issued is the date on which the change of name takes effect. This means the company’s new name does not become effective merely because the resolution was passed or the form was delivered; effectiveness follows the certificate. The company should therefore plan any consequential updates — such as bank records, contracts, or signage — around the certificate date rather than the resolution date.

For a broader checklist covering the decisions that precede this filing, see our related resource on planning around the NNC2 15-day window.

Document and Evidence Checklist for the NNC2 15-Day Filing

Because the 15-day period runs from the date the special resolution is passed, the quality of your filing depends on documents that should already exist before that date. The checklist below organises the evidence by purpose rather than by form number, so each item can be traced to a decision.

1. Resolution and constitutional evidence

• The signed special resolution changing the company name, showing the date it was passed.
• The current articles of association, and any amended articles if the name change is accompanied by other amendments.

This category matters because the resolution date fixes the deadline. The Companies Registry’s guidance on changing a company name states that the special resolution and the amended articles (where only the company name is changed) need not be delivered to the Registry. The resolution is therefore internal evidence you retain, not a document you file with Form NNC2.

2. Name availability and approval evidence

• Records of the name search and any reservation or approval step completed before the resolution.
• Correspondence or reference numbers connected to that step.

Keeping this evidence helps confirm the proposed name was cleared before the company committed to it, reducing the risk of a rejected filing after the 15-day clock has started.

3. Filing and payment records

• A copy of the completed Form NNC2 as delivered.
• Confirmation of delivery through the Companies Registry’s electronic service website, or the receipt obtained when delivering in printed form with the fee at the Revenue Tower collection office.

These records show when delivery occurred, which is the point the 15-day obligation is measured against. They also support later updates to banks, licences and counterparties.

4. Post-filing evidence

• The certificate of change of name, once issued.

The Registry notes that the date the certificate of change of name is issued is the date the change takes effect. Filing and effectiveness are separate events, so this document is the evidence of the new legal name.

For a structured review of these items against your own company records, see our company secretary service resource.

Scenario Planning: When the NNC2 15-Day Window Meets Real Business Timelines

The 15-day NNC2 delivery period rarely runs in isolation. It overlaps with bank mandate updates, rebranding launches, contract renewals and licence applications, and each of those creates its own decision points. The Companies Registry’s guidance on company names is clear that the clock starts when the special resolution is passed, so the practical question is not whether the deadline exists but how to sequence everything else around it.

Scenario 1: The rebrand is announced before the resolution is passed

Marketing teams often want the new name live immediately. If the special resolution has not yet been passed, the 15-day period has not begun, but the company also has no effective name change to rely on. The Registry notes that the date of issue of the Certificate of Change of Name is the date the change takes effect. Announcing a name before that point creates a gap between public messaging and the registered position.

Scenario 2: The resolution is passed, then the filing is delayed pending a signature

This is the most common pressure point. The 15-day period is already running, and a missing director signature or an unresolved fee payment does not pause it. The Registry’s guidance confirms that Form NNC2 and the required fee are delivered together, whether electronically through the e-services website or in printed form at the Revenue Tower collection office. Preparation should therefore be treated as a pre-resolution discipline, not a post-resolution task.

Scenario 3: The company also needs to update its business registration

Name changes can trigger parallel administrative steps. The Inland Revenue Department’s Business Registration Office encourages use of the GovHK business registration e-services and, for counter services, operates an online booking system for same-day and the next five working days. Where an in-person visit is not essential, documents may be submitted by post or via the drop-in boxes at the Tax Centre. These are separate channels from the Companies Registry filing and should be planned as a distinct workstream rather than assumed to be covered by the NNC2 delivery.

Decision points to record

Before the resolution is passed, confirm who signs, who pays, which delivery channel is used, and who holds the Certificate of Change of Name once issued. After delivery, keep the submission record alongside the resolution and the updated articles. Treating these as one file makes later bank, licensing or counterparty requests easier to answer.

Common Mistakes, Risk Controls and Practical Next Steps Around the NNC2 15-Day Deadline

Most problems with the NNC2 filing window are not caused by the rule itself, which is short and clear, but by assumptions made before the special resolution is passed. The Companies Registry’s guidance on company names states that the completed Form NNC2 and the required fee must be delivered within 15 days of the special resolution being passed, whether electronically through the e-Services website or in printed form at the Revenue Office on 14/F, Queensway Government Offices. The mistakes below all flow from treating that deadline as flexible.

Mistake 1: Counting from the wrong date

The clock starts on the date the special resolution is passed, not the date the certificate of change of name is issued and not the date the new name is first used on invoices or signage. The same Registry source confirms that the date of issue of the certificate of change of name is the date on which the change takes effect. Because delivery and effectiveness are separate events, a company that waits for the certificate before filing has already misread the sequence.

Mistake 2: Assuming the resolution must be filed too

The Registry guidance notes that the special resolution and the amended articles of association (where only the company name is changed) need not be delivered. Teams sometimes bundle unnecessary documents into the submission, which adds review time without meeting any filing requirement. The NNC2 is the operative document.

Mistake 3: Leaving the fee and channel decision to the last day

Electronic delivery and printed delivery follow different routes, and the fee must accompany the form. Deciding the channel late compresses the time available to correct a rejected or incomplete submission.

Risk controls and next steps

Before the resolution is passed, confirm the exact resolution date, nominate one person to own the filing, and prepare the form details in advance. Immediately after the resolution, mark the deadline, choose the delivery channel, and retain evidence of submission. If the deadline is at risk, seek professional advice promptly rather than allowing the period to lapse. A company secretary service can hold this timeline as a standing control so the 15-day window is monitored rather than remembered.

Closing: Turning the NNC2 15-Day Rule into a Repeatable Filing Habit

The 15-day NNC2 delivery window is best understood as a deadline that is set the moment the special resolution is passed, not when the new name is chosen or first used. The Companies Registry’s guidance on company names states that the completed Form NNC2 and the required fee must be delivered within 15 days of the special resolution, whether electronically through the e-Services website or in printed form at the Revenue Office on 14/F, Queensway Government Offices. The same guidance notes that the Certificate of Change of Company Name is issued on the date the change takes effect, and that the special resolution and the amended articles (where only the name changes) need not be delivered to the Registry.

Because the rule is short and fixed, the practical control is preparation: confirm the resolution date, mark the deadline, assemble the resolution and constitutional evidence, and decide the delivery channel before the clock starts. Treating NNC2 delivery as a scheduled step in the name-change project, rather than an administrative afterthought, keeps the filing aligned with the Registry’s stated timeline and reduces the risk of discovering a missing item after the window has closed.

For a structured starting point, see our company secretary service resource pages, which set out how resolution records, statutory filings and register updates are organised together.

FAQs on the NNC2 15-Day Delivery Deadline

When does the 15-day NNC2 period begin?

It begins on the date the special resolution to change the company name is passed. The Companies Registry’s company name guidance ties the 15-day delivery requirement to that resolution date, not to the date the new name is first used.

Can Form NNC2 be delivered electronically?

Yes. The Companies Registry states that the completed Form NNC2 and the required fee may be delivered electronically through its e-Services website, or in printed form at the Revenue Office on 14/F, Queensway Government Offices.

Does the special resolution itself need to be filed with the Registry?

According to the Companies Registry’s company name guidance, the special resolution changing the name, and the amended articles where only the company name is modified, do not need to be delivered to the Registry. Form NNC2 is the filing associated with the name change.

When does the new company name take effect?

The Companies Registry states that the date the Certificate of Change of Company Name is issued is the date the change of name takes effect. Delivery of Form NNC2 and the effective date are therefore separate points in the process.

What is the main practical risk around this deadline?

The main risk is treating the filing as something to handle after the new name is already in use. Because the clock starts on the resolution date, confirming the resolution date and preparing the required information beforehand is the most reliable way to stay within the 15-day window.