Documents relating to charges and their discharge

Incorrect company name

Advice:
Only the name of the company as registered under the Companies Ordinance (Cap. 622) instead of the business name should be stated.

Incorrect description of the instrument

Advice:
The description of the instrument creating or evidencing the mortgage or charge, for example, Legal Charge, Mortgage etc., should be the same as that appearing on the certified copy of instrument accompanying Form NM1. Please do not enter the description of property charged in this Section. The details are already given in the certified copy of instrument which was delivered and registered together with the Form NM1.

Missing / Incorrect date of creation of the charge

Advice:
Check the instrument and fill in the correct date of creation (DD/MM/YYYY) of the charge.

Incomplete description of the name of the mortgagee or chargee

There are occasions where charges are created in favour of a mortgagee or chargee acting on behalf of other parties such as "as trustee for the Secured Parties" or "as Agent for the Beneficiaries", etc. but an incomplete description of the capacity of the mortgagee or chargee is stated.

Advice:
Under the circumstances, the presentor may either give a full description of the mortgagee or chargee and their capacity, e.g. "ABC Bank acting as trustee for the Secured Parties" in accordance with the description in the charge instrument OR simply state the name of the mortgagee or chargee without mentioning the capacity.

Missing / incorrect address of the mortgagee or chargee

Advice:
Make sure that the address of the mortgagee or chargee is stated and that the address should correspond with that given in the charge instrument, which should be the address of registered office or principal office if the mortgagee or chargee is a body corporate. Full address should be given. Care of addresses and post office box numbers are not acceptable.

The address of the property being charged is incorrectly stated in the box for reporting the address of the mortgagee or chargee

Advice:
There is no need to report the particulars of the property charged in the Form NM1. Make sure that only the address of the mortgagee or chargee is stated in this Section.

The date of creation of the mortgage or charge is wrongly given as the date of acquisition of the property

Advice:
This field is only applicable to a charge delivered for registration under section 338 or 339 of the Companies Ordinance (Cap. 622). If a company has acquired a property that is subject to a charge and the charge is of a kind that a statement of its particulars would have been required to be delivered for registration had it been created by the company after the acquisition, please fill in the date on which the property was acquired in this Section but NOT the date of creation of the mortgage or charge. Copies of the supporting documents evidencing the acquisition should be delivered for verification.

The amount secured by the charge is incorrectly stated in this Section

Advice:
There is no need to report the amount secured by the charge in Form NM1. This Section is to be completed for reporting the commission, allowance or discount which is payable in relation to the Debenture.

The name of the signatory has not been stated

Advice:
Make sure that the full name of the person signing the form is provided in the Signature Section.

The capacity of the signatory has not been specified

Advice:
Check and cross out the irrelevant capacities provided in the Signature Section.

The Form NM1 is delivered beyond the due date for registration without a court order

Advice:
A sealed copy of the court order granting relief for extending the time of registration is required to be delivered together with the Form NM1 and the certified copy of instrument where they have not been delivered for registration within one month of the date of creation of the charge.

A Form NM1 is delivered for rectification of errors in a registered Form NM1

Advice:
For the purpose of rectifying errors such as an omission or a mis-statement in a registered charge, a court order granting relief for such rectification should be obtained and a sealed copy of the court order should be delivered for registration. A fresh Form NM1 is not required.

The Form has been completed in simplified Chinese characters

Advice:
When the Form is completed in Chinese, traditional Chinese characters should be used.

The original instrument has been delivered together with the Form NM1

Advice:
The original instrument should NOT be delivered. Only certified copy of an instrument will be accepted and will be registered together with the relevant Form NM1.

The copy of instrument creating or evidencing the charge has not been properly certified

Advice:
Make sure that the copy of instrument has been certified in accordance with section 333(4) of the Companies Ordinance (Cap. 622). You can read the text of the provision at www.elegislation.gov.hk.

The certification should be endorsed either on the front or last page of the charge instrument copy. If endorsement is given on the first page, please avoid using the space at the top right hand corner of the instrument copy which is reserved for the filing stamp.

The capacity of the person certifying the copy of instrument / the date of making the certification has not been stated

Advice:
Make sure that the name and the capacity of the person certifying the copy instrument has been stated correctly below his / her signature and dated.

Sample

"Certified True Copy

(Signature)
Name (name of person)
Director / Company Secretary / Authorized Representative / Solicitor (capacity to be specified)
For and on behalf of the Chargor / Chargee
Date: dd/mm/yyyy"

English translation of the instrument has not been certified in the prescribed manner

Advice:
Make sure that the English translation of the instrument has been certified in accordance with section 4 of the Companies Ordinance (Cap. 622). You can read the text of the provision at www.elegislation.gov.hk.

The font size of the certified copy of instrument is too small to be legible

Advice:
As the certified copy of instrument will be registered and made available for public search, the certified copy must also comply with the specified requirements for documents delivered in hard copy form to the Registrar of Companies for registration. For details, please refer to the information pamphlet "Requirements for Documents Delivered in Hard Copy Form and Shareholders’ Lists Delivered in the Form of CD-ROM or DVD-ROM to the Registrar of Companies for Registration".

In particular, the text must be printed or typed clearly and legibly on paper in portrait format (i.e. with the shorter edge across the top) in permanent black ink, of uniform density, and the font must be of at least size 10.

An A3 size copy instrument is delivered together with the Form NM1 for registration

Advice:
As the certified copy of instrument will be registered and made available for public search, the certified copy must comply with the specified requirements for documents delivered in hard copy form to the Registrar of Companies for registration. For details, please refer to the information pamphlet "Requirements for Documents Delivered in Hard Copy Form and Shareholders’ Lists Delivered in the Form of CD-ROM or DVD-ROM to the Registrar of Companies for Registration".

In particular, the paper must be plain white with a matt surface and of medium weight (grammage not less than 76 gsm) and A4 size (210 mm x 297 mm). The text must be printed or typed clearly and legibly on paper in portrait format

Incorrect company name

Advice:
Only the name of the company as registered under the Companies Ordinance (Cap. 622) instead of the business name should be stated.

Incorrect description of the Mortgagee or Chargee

Advice:
Where a registered mortgage / charge was transferred after registration, the name of the new mortgagee / chargee (the transferee) should be entered in this Section instead of the original mortgagee / chargee (the transferor).

The date of discharge of the Charge is stated in Section 2 instead of stated in Section 3D

Advice:
Section 2
Make sure that only the date of change of mortgagee or chargee is stated (if applicable).

Section 3D
Make sure that the date of the Release document is stated.

Mixing up the description to be stated in Section 3A and Section 3C

Advice:
Section 3A
Make sure that the description of the registered charge, for example, Legal Charge, Mortgage etc., as stated in the corresponding Form NM1 / Form M1 and the Certificate of Registration is entered.

Section 3C
Make sure that the description of the Discharge instrument, for example, Release, Receipt on Discharge of a Charge, etc., is entered. Please do not enter the description of property discharged (e.g. the address of a charged landed property) in this Section. The details are already given in the certified copy of instrument evidencing the discharge of a charge which will be registered together with the Form NM2.

Selection of more than one types of discharge in Section 3E

Advice:
Make sure that you tick only one box which describes the type of discharge reported in the Form.

The name of the signatory has not been stated

Advice:
Make sure that the full name of the person signing the form is provided in the Signature Section.

The capacity of the signatory has not been specified

Advice:
Check and cross out the irrelevant capacities provided in the Signature Section.

The Form has been completed in simplified Chinese characters

Advice:
When the Form is completed in Chinese, traditional Chinese characters should be used.

The original instrument evidencing the release of a charge has been delivered together with the Form NM2

Advice:
The original instrument evidencing the release of a charge should NOT be delivered. Only certified copy of an instrument evidencing the release will be accepted and will be registered together with the relevant Form NM2.

The copy of instrument evidencing the release of charge has not been properly certified

Advice:
Make sure that the copy of instrument evidencing the release has been certified in accordance with section 345(5) of the Companies Ordinance (Cap. 622). Only the mortgagee / chargee or person entitled to the charge and their authorized person can make the certification. You can read the text of the provision at .

The certification should be endorsed either on the front or last page of the copy of the instrument. If endorsement is given on the first page, please avoid using the space at the top right hand corner of the instrument copy which is reserved for the filing stamp.

The capacity of the person certifying the copy of instrument evidencing the release / the date of making the certification has not been stated

Advice:
Make sure that the name and the capacity of the person certifying the copy instrument has been stated correctly below his / her signature and dated.

Sample

"Certified True Copy

(Signature)
Name (name of person)
Director / Company Secretary / Authorized Representative / Solicitor (capacity to be specified)
For and on behalf of the Chargor / Chargee
Date: dd/mm/yyyy"

Incomplete certified copy of instrument evidencing the release of charge

Advice:
For a Receipt on Discharge of a Charge, it must be attached to the corresponding Charge to form a full set of instrument evidencing the release.

A Deed of Release / Confirmatory Release etc. with clauses / terms purporting to rectify the particulars in the registered charge is delivered

Advice:
Any errors contained in the particulars of a registered charge can only be rectified by Order of the Court pursuant to section 347 of the Companies Ordinance (Cap.622). Any notification of release of a registered charge (Form NM2) and / or the certified copy of instrument evidencing the release with contents not corresponding with the particulars of the registered charge will not be accepted for registration.

English translation of the instrument evidencing the release of a charge has not been certified in the prescribed manner

Advice:
Make sure that the English translation of the instrument evidencing the release of a charge has been certified in accordance with section 4 of the Companies Ordinance (Cap. 622). You can read the text of the provision at www.elegislation.gov.hk.

The font size of the certified copy of instrument evidencing the release of a charge is too small to be legible

Advice:
As the certified copy of instrument evidencing the release of a charge will be registered and made available for public search, the certified copy must also comply with the specified requirements for documents delivered in hard copy form to the Registrar of Companies for registration. For details, please refer to the information pamphlet “Requirements for Documents Delivered in Hard Copy Form and Shareholders’ Lists Delivered in the Form of CD-ROM or DVD-ROM to the Registrar of Companies for Registration”.

In particular, the text must be printed or typed clearly and legibly on paper in portrait format (i.e. with the shorter edge across the top) in permanent black ink, of uniform density, and the font must be of at least size 10.

An A3 size copy instrument evidencing the release of a charge is delivered together with the Form NM2 for registration

Advice:
As the certified copy of instrument evidencing the release of a charge will be registered and made available for public search, the certified copy must comply with the specified requirements for documents delivered in hard copy form to the Registrar of Companies for registration. For details, please refer to the information pamphlet “Requirements for Documents Delivered in Hard Copy Form and Shareholders’ Lists Delivered in the Form of CD-ROM or DVD-ROM to the Registrar of Companies for Registration”.

In particular, the paper must be plain white with a matt surface and of medium weight (grammage not less than 76 gsm) and A4 size (210 mm x 297 mm). The text must be printed or typed clearly and legibly on paper in portrait format.