- Directors can allot new shares only with the members' prior approval.
- File Form NSC1 with the Companies Registry within one month of the allotment.
- Hong Kong shares have had no par value since 3 March 2014.
- Stamp duty applies to share transfers, not to an allotment of new shares.
An issue of shares in Hong Kong usually starts with a deal: an investor ready to pay in, or a co-founder joining.
To issue new shares in a Hong Kong private company, the directors allot them under authority approved by the members. The company then files a return of allotment (Form NSC1) with the Companies Registry within one month. Stamp duty is charged on share transfers, not on an allotment of new shares.
In this guide, you’ll learn whether to issue or transfer, what has to be in place first, and the filings that follow.
How do you issue new shares in a Hong Kong company?
The directors allot new shares, with the members’ approval, and the company files Form NSC1 within one month. First decide whether you need new shares at all.
| Route | Best for | What happens |
|---|---|---|
| Issue new shares (allotment) | Raising money from an investor, or adding a co-founder who pays in | The company receives the money, existing holders are diluted, and NSC1 is due within one month |
| Transfer existing shares | An existing holder selling or gifting their stake | The seller receives the money, the company’s capital doesn’t change, and stamp duty is payable |
| Employee share scheme | Rewarding staff over time | Shares are issued or transferred under the scheme’s own rules, which need designing first |
If the company needs the money, issue new shares. If a shareholder is selling, transfer existing ones. A transfer follows a different path, set out in stamp duty on share transfers.
What do you need in place before you issue new shares?
Three things: room in your articles, the members’ approval and an agreed issue price.
Check your articles of association
Start with the articles of association. Look for any limit on new shares, rights attached to existing share classes, and any right of first refusal for existing members.
That right is usually called pre-emption. It can sit in the articles or in a shareholders’ agreement, so check both before you promise shares to anyone.
Get the members’ approval to allot
Directors can only allot new shares if the company approves it in advance by resolution. That’s section 141 of the Companies Ordinance. The approval can cover one issue or allotments generally, and it can carry conditions.
Two kinds of issue don’t need it: an offer to all members in proportion to their holdings, and a bonus issue (section 140). A general approval usually lapses at the next AGM. Where no AGM is required for another reason, it lasts no more than 12 months.
A director who knowingly allots without approval commits an offence. The allotment itself still stands.
Set the issue price
There’s no minimum. Shares have had no par value since 3 March 2014. The Companies Registry says directors still have “an overriding fiduciary duty to set the price in good faith”.
The full amount paid becomes share capital. How that changes your share capital structure shows up in the statement of capital on the NSC1.
Confirm who can hold the shares
- A shareholder can be an individual or a company, of any nationality.
- No Hong Kong residency is required, so an overseas investor or parent company can subscribe.
- A private company can have no more than 50 members, not counting current and certain former employees.
What are the steps to allot new shares?
The procedure for issue of shares in a private company usually runs in this order:
- Agree the terms with the incoming shareholder: number of shares, price and payment date.
- Check the articles and any shareholders’ agreement for limits and pre-emption rights.
- Pass the members’ resolution approving the allotment, unless it’s a pro rata offer or bonus issue.
- Pass the board resolution allotting the shares. This sets the allotment date.
- Receive the payment or other agreed consideration.
- Enter the new holder in the register of members.
- File Form NSC1 with the Companies Registry within one month of the allotment.
- Have the share certificates ready within two months of the allotment.
Once registered, the new holder has the same rights as other holders of that class. What those rights are is set out in our guide to shareholder rights.
What must you file and update after an allotment?
An allotment of shares in Hong Kong triggers one filing and several record updates:
| What | Deadline | Where it goes | Detail |
|---|---|---|---|
| Form NSC1, with a statement of capital | Within one month of the allotment | Companies Registry | Includes a statement of capital and each allottee’s name and address |
| Share certificates | Ready for delivery within two months | The new shareholder | Unless the terms of the issue say otherwise; same penalty level as NSC1 |
| Register of members | When the shares are allotted | Kept by the company | Records the new holder and their shares |
| Significant controllers register | When a holder passes 25% of shares or voting rights | Kept by the company in Hong Kong | Applies where they hold more than 25% of the shares or voting rights |
| Annual return | The next annual return after the allotment | Companies Registry | Shows the updated share capital and shareholders |
What goes into Form NSC1?
The return of allotment records:
- The number and class of shares allotted.
- The names and addresses of the allottees.
- The amount paid or unpaid on each share.
- Particulars of any non-cash consideration.
- A statement of capital showing the company’s total issued shares and share capital after the issue.
Late filing of Form NSC1 carries a maximum penalty of HK$25,000 plus HK$700 for each day the default continues.
If the new investor ends up with more than 25% of the shares or voting rights, add them to your significant controllers register. The new shareholding also appears in your next annual return.
Is there stamp duty on issuing new shares?
No stamp duty is charged on the allotment itself. The Inland Revenue Department charges stamp duty on Hong Kong stock through two documents: contract notes for a sale or purchase, and instruments of transfer.
A new allotment creates shares rather than moving existing ones between holders, so neither document arises. Transfers are different. If an existing shareholder sells or gifts shares, duty is payable, and stamp duty on share transfers covers the rates and process.
What mistakes delay a share issue?
Most problems with a share issue come from the order of steps or a missed deadline:
- Allotting without valid approval: a general authority that has lapsed doesn’t cover a new issue, so check its date before you issue additional shares.
- Missing the one-month NSC1 deadline: the clock starts at the allotment, not when the money arrives or the certificates are signed.
- Forgetting the significant controllers register: an investor who passes 25% must be added, even if they take no part in running the company.
- Issuing a new class without amending the articles: preference or non-voting shares need class rights set out in the articles first.
- Leaving the register of members behind: the register, not the share certificate, is what records who the company’s members are.
How Sleek helps with share allotments
Sleek’s company secretaries prepare the paperwork for an allotment and file it inside the one-month window.
With Sleek, you can:
- Get the resolutions drafted: the members’ approval and the board resolution, dated with the filing deadline in mind.
- File Form NSC1 on time: including the statement of capital the Registry requires.
- Keep the registers current: the register of members and the significant controllers register, updated when the new holder joins.
- Choose the plan that covers it: share allotments are included in the Premium company secretary services plan, from HK$3,800 a year.
Every plan is listed on Sleek’s Hong Kong pricing. If you’re comparing providers first, choosing a company secretary sets out what to look for.
Prices correct as of 6 October 2026 and may vary with current promotions.
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FAQs about issuing shares in Hong Kong
Can existing shareholders stop a new share issue?
Sometimes. The allotment needs a members’ resolution, so shareholders with enough votes to defeat it can block it. A minority’s protection usually comes from pre-emption rights in the articles or a shareholders’ agreement, which give them first refusal on new shares.
Does a new shareholder need to be a Hong Kong resident?
No. A Hong Kong company can have shareholders of any nationality, living anywhere, and 100% foreign ownership is allowed. Overseas founders who incorporate a Hong Kong company often add a foreign investor or parent company later through an allotment.
What happens if we miss the one-month NSC1 deadline?
File as soon as you can, because the daily fine keeps running. The company, or a responsible person, can also apply to the Court to extend the deadline. The Court can do so if the delay was accidental or extending it is just and equitable, and an extension wipes out the liability already incurred.
Can a company issue shares for something other than cash?
Yes. Shares can be allotted for non-cash consideration, such as assets or services. The NSC1 must then give particulars of the contract under which the shares were allotted.
