Hong Kong Company Charge Registration Guide 2026: Form NM1, the One-Month Deadline and How to Keep Your Security Enforceable

When a Hong Kong company grants security over its assets — a bank debenture over all business assets, a mortgage over an industrial unit, or an assignment of book debts — the paperwork is not finished when the facility agreement is signed. Under Part 8 of the Companies Ordinance (Cap. 622), the charge must be registered with the Companies Registry by delivering Form NM1 within one month of the date it is created. Miss that window, and section 341 of the Ordinance makes the charge void against the company's liquidator and its creditors (Companies Ordinance, Cap. 622, s. 341). For a borrower, that can turn a HK$5 million secured facility into an unsecured exposure overnight — and put the directors and company secretary in breach of a criminal offence provision. This guide explains Hong Kong company charge registration step by step: which charges must be registered, the one-month deadline, the NM1 filing process, fees, the penalties for late filing, and how to record satisfaction with Form NM2.

Quick Answer: What Is Charge Registration in Hong Kong?

What Is a Company Charge?

A charge is a form of security interest: the company (the "chargor") gives a creditor (the "chargee", typically a bank) the right to take and sell specified assets if the company defaults. Hong Kong lenders use two broad types:

• Fixed charge — attached to identifiable, stable assets such as land, equipment or intellectual property. The company cannot dispose of the charged asset without the chargee's consent.
• Floating charge — floats over a shifting pool of assets such as stock-in-trade, cash and book debts. The company can deal with the assets in the ordinary course of business until the charge "crystallises" on default or an agreed event.

Most bank debentures granted to Hong Kong SMEs combine both: a fixed charge over land and plant, and a floating charge over trading assets. Both limbs must be registered.

Which Charges Must Be Registered (Section 333)

Section 333 of the Companies Ordinance prescribes the charges that are registrable. The most common categories for Hong Kong companies are:

• A charge on land, or any interest in land, in or outside Hong Kong
• A charge on the book debts of the company (for example, an assignment of receivables to a finance house)
• A floating charge on the whole or part of the company's property or undertaking
• A charge on uncalled share capital of the company
• A charge on goodwill or on any intellectual property (trademarks, patents, copyright)
• A charge on a ship or aircraft, or any share in a ship or aircraft

The duty applies regardless of the amount secured. A HK$200,000 director's loan secured by a debenture triggers the same filing obligation as a HK$200 million syndicated facility. If a charge does not fall within the statutory list, registration is not compulsory — but companies and lenders often register voluntarily to give notice to third parties.

The One-Month Deadline: When the Clock Starts

Under section 334, the prescribed particulars must be delivered to the Companies Registry within one month after the date of creation of the charge. Two practical points catch companies out:

• The clock runs from the date the charge is created — normally the date the charge instrument is executed — not the date the loan is drawn down. A facility signed in January but drawn in March must still be registered by early February.
• If the deadline falls on a Saturday, Sunday or public holiday, it moves to the next working day — but relying on that buffer is poor practice.

The Companies Registry does not grant extensions as a matter of course. The only remedy for a late filing is an application to the court under section 340, which is discretionary, costs legal fees, and is not routinely granted. Well-run companies aim to file within the first two weeks after execution, leaving a deliberate safety margin.

How to Register a Charge: The Form NM1 Process Step by Step

Step 1: Confirm the Date of Creation

Obtain the executed charge instrument from the lender's solicitors as soon as it is signed — not at the end of the month. Diarise the registration deadline the same day, and confirm the creation date from the document itself, not from the facility letter.

Step 2: Complete Form NM1

Form NM1 ("Particulars of a Charge Created by a Company Registered in Hong Kong") requires the company's name and registration number, the date of creation, a description of the charge (e.g. "fixed and floating charge by way of debenture"), the amount secured, the name and address of the chargee, and details of the property or undertaking charged. It must be signed by a director, the company secretary or an authorised representative of the chargee.

Step 3: Deliver the Filing to the Companies Registry

The form, together with the charge instrument (or a certified copy), is delivered through the Companies Registry's e-Registry or in paper form. Electronic submission is available 24 hours a day and carries the same prescribed filing fee — currently HK$340 for delivery of the particulars of charge (Companies Registry fee schedules, 2026). E-filing also gives immediate acknowledgement and reduces the risk of a postal delay pushing the filing past the deadline.

Step 4: Obtain the Certificate of Registration

Once the filing is accepted, the Registrar issues a certificate of registration under section 336, showing the date of registration and a unique charge code number. The certificate is conclusive evidence that the registration requirements have been met. Keep it with the charge instrument at the registered office or another prescribed place in Hong Kong, and give the lender a copy — most facility agreements make delivery of the certificate a condition precedent to drawdown.

What Happens If You Miss the Deadline

The consequences are unusually severe for a paperwork failure:

• The charge becomes void against the liquidator and creditors under section 341. If the company later enters liquidation, the lender ranks as an unsecured creditor alongside trade suppliers — losing its priority over the charged assets entirely.
• The secured money becomes immediately payable. The underlying debt is not cancelled, but the acceleration in a distressed scenario lands on the company at the worst possible time.
• Offence and fines. Failure to deliver the particulars is an offence under section 338: the company and every officer who authorised or permitted the default face a criminal fine, with a further daily default fine while the failure continues. Company secretarial practice guidance puts the maximum exposure in the range of HK$150,000 plus HK$2,000 per day (HKICS, updated September 2026).

Real-World Example

Consider a typical scenario we see in practice. A Hong Kong e-commerce trading company takes a HK$3 million revolving facility from a local bank, secured by an all-assets debenture over stock and receivables. The facility agreement is signed on 5 February, and the funds are drawn the same week — but the company secretary, working from a checklist that recorded the drawdown date rather than the execution date, files Form NM1 on 10 March. The one-month deadline passed on 5 March. The charge is void against liquidators and creditors, and the directors have committed a default under section 338. When a supplier's winding-up petition arrives eighteen months later, the bank discovers its "secured" HK$3 million ranks with every other unsecured creditor. The five-day filing delay cost the bank its entire security position — and the company its banking relationship.

Priority Between Charges: First to Register Wins

Registration does more than preserve enforceability — it sets priority. Under section 339, where competing charges are created after the commencement of the Ordinance, the charge registered first has priority over a later-registered charge, even if the later-registered charge was actually created earlier. In practice this means a company borrowing from multiple lenders must treat each registration date as a commercial term in its own right, and file as early as possible. Lenders also run Companies Registry searches as part of due diligence before advancing funds, so an accurate, up-to-date Register of Charges is essential to keeping the company bankable.

Recording Satisfaction: Form NM2

Registration is only half the lifecycle. When the facility is repaid or the security is released, the company should deliver Form NM2 (particulars of satisfaction and release of charge) to the Companies Registry within one month of the date of satisfaction. Filing NM2 removes the charge from the company's record of outstanding charges. This matters directly for future borrowing: a lender reviewing the register before a refinancing will treat stale, unreleased charges as live encumbrances, slowing down credit approval and, in some cases, requiring deeds of release before funds can flow.

The Company's Own Register of Charges (Section 653)

Separately from the public Companies Registry register, section 653 of the Ordinance requires the company to keep its own register of charges, entering the short particulars of each charge created, at its registered office or another prescribed place in Hong Kong. The register must be available for inspection, and the company must notify the Registrar of where it is kept. This is a routine company secretarial duty that sits alongside the statutory books — and it is one of the first documents a due diligence team or insolvency practitioner will ask to see.

Who Is Responsible: The Company Secretary's Role

The duty to register rests on the company, but in practice the process is managed by the company secretary or a TCSP corporate services provider: obtaining the charge instrument from the lender's solicitors, confirming the creation date, preparing and filing Form NM1 within the deadline, keeping the certificate of registration, filing Form NM2 on satisfaction, and updating the internal register of charges. Directors remain personally exposed for authorising or permitting a default, so an outsourced secretarial engagement letter should expressly confirm that charge registration falls within scope — an important check for SME founders who assume "the bank handles it". The bank's solicitors often prepare the filing, but the statutory duty and the offence provisions sit with the company and its officers, not the lender.

Frequently Asked Questions

How long do I have to register a charge in Hong Kong?

One month after the date the charge is created (normally the date of execution of the charge instrument), under section 334 of Cap. 622. File within the first two weeks to build in a buffer.

Can I register a charge after the one-month deadline?

Only if the court grants an extension under section 340, on application. Outside that, the charge is void against liquidators and creditors under section 341, even if it is registered late.

Do I need to register a charge securing a loan from a director?

Yes, if the charge falls within the registrable categories in section 333 — for example, a debenture or a charge over book debts. The size of the loan and the identity of the lender are irrelevant to the filing duty.

How much does it cost to register a charge?

The prescribed fee for delivering the particulars of charge (Form NM1) is currently HK$340, the same whether filed electronically or on paper, according to the Companies Registry's published fee schedules.

Key Takeaways

• Register within one month of creation — the clock starts on execution, not drawdown (Cap. 622, s. 334).
• Use Form NM1 with the charge instrument, via the e-Registry; the fee is HK$340 and the certificate of registration is conclusive evidence (s. 336).
• Miss the deadline and the charge is void against liquidators and creditors, with criminal fines and daily default fines for the company and its officers (ss. 338, 341).
• First registered has priority (s. 339) — early filing protects both lender and borrower.
• File Form NM2 within one month of satisfaction, and keep the company's internal register of charges current (s. 653).

Need help with charge registration, statutory books or full company secretarial compliance? vOffice is a Hong Kong licensed TCSP service provider with over 23 years of experience in company registration and corporate services. Our company secretarial team manages charge filings, annual returns and statutory registers for hundreds of Hong Kong companies. Talk to us at https://voffice.com.hk/contact-us, or get instant answers from our AI assistant at https://voffice.com.hk/ai-assistant.

About the Author

vOffice is a Hong Kong licensed TCSP (Trust or Company Service Provider) with over 23 years of experience in company registration, company secretary services and corporate compliance. Based at 64 Connaught Road Central, we support local and overseas entrepreneurs with company formation, registered office and virtual office solutions, banking facilitation and ongoing statutory compliance — including Companies Registry filings such as Form NM1 charge registrations.

References

1. Companies Ordinance (Cap. 622), Part 8 (Charges on Property), ss. 333–341 — Hong Kong e-Legislation: https://www.elegislation.gov.hk/hk/cap622
2. Companies Registry, "Registration of Charges and Their Discharge" — Local Limited Companies: https://www.cr.gov.hk/en/services/local-limited-companies.htm
3. Companies Registry, Forms and Fee Details: https://www.cr.gov.hk/en/forms/specified-forms/details.htm
4. Companies Ordinance (Cap. 622), s. 653 (Register of charges kept by the company): https://www.elegislation.gov.hk/hk/cap622
5. HKICS, "Register a Charge for a Hong Kong Company: One-Month Deadline under Cap. 622" (updated 2 September 2026): https://hkics.org.hk/compliance/registering-a-charge/