Hong Kong International Corporate Secretaries

Form NA2 for Notification of Resignation of Auditor in Hong Kong

The process for an auditor to file Form NA2 to notify their resignation in Hong Kong.

NA2 at a glance

Official title
Notification of Resignation of Auditor
Issued by
Companies Registry

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Form NA2 Notification of Resignation of Auditor Hong Kong

An auditor’s resignation from a Hong Kong company is formalised with the Form NA2 Notification of Resignation of Auditor Hong Kong. The Companies Ordinance (Cap. 622) mandates this statutory form for filing with the Companies Registry, creating an official record of the auditor’s departure. This filing triggers specific obligations for both the auditor and the company.

The auditor must deliver the completed Form NA2 to the Companies Registry within 14 days of the resignation’s effective date. The form itself incorporates a statement of the auditor’s consent to resign. The effective date is the date the auditor specifies in the notice, which cannot be earlier than the date the notice is given to the company.

NA2 Form Hong Kong

The NA2 form Hong Kong is a specified form available from the Companies Registry’s official forms index at cr.gov.hk/en/forms/specified.htm. It requires the company’s name, its company registration number, and the auditor’s full particulars: name, address, and professional registration number.

The auditor must state the effective date of resignation on the form. This date must be on or after the date the auditor gives written notice of resignation to the company. If the auditor is a firm, a partner authorised to sign on its behalf must sign the form. The signature requires a witness, who must provide their name and address.

Auditor Resignation Form

The auditor resignation form is the auditor’s formal mechanism for notifying the Companies Registry of their departure. It must be completed in English, Chinese, or both. File the form in duplicate: one copy for the Companies Registry and one for the company. The auditor must also send a copy of the completed form to the company’s registered office.

The resignation takes effect on the date specified in the form, provided the form is delivered to the company and the Companies Registry within the required timeframes. Failure to deliver the form to the Registry within 14 days of the effective date does not invalidate the resignation, but the auditor may be liable for a default fine under Cap. 622.

Auditor Resigns Notification

The auditor resigns notification process starts when the auditor gives written notice of resignation to the company. The company’s board must then meet to consider the resignation and appoint a replacement auditor if necessary. While the company must notify the Companies Registry of the resignation by filing Form NA2, the primary responsibility for filing rests with the auditor.

The auditor’s notice to the company must include a statement of any circumstances connected with the resignation that the auditor believes should be brought to the attention of the company’s members or creditors. If no such circumstances exist, the auditor must state that fact. This statement is provided to the company, not filed with the Companies Registry.

Form NA2 Purpose

The Form NA2 purpose is to create a formal record of the auditor’s resignation, ensuring the Companies Registry maintains an accurate auditor register. The form also protects the auditor by documenting proper notification and compliance with statutory requirements.

Form NA2 is distinct from Form NA1, which the company uses to remove an auditor before their term expires. Form NA2 is used exclusively for a voluntary auditor resignation. The form does not require the company’s consent or approval; the auditor’s decision is unilateral, subject only to statutory notice requirements.

Filing Requirements and Registration Fee

Deliver the completed Form NA2 to the Companies Registry in paper form or through the e-Services portal at eregistry.gov.hk. The registration fee is HK$15 for paper filing or HK$10 for electronic filing. Pay the fee at the time of filing.

The auditor must ensure the form is complete and accompanied by the correct fee. The Companies Registry will reject an incomplete form or one with an incorrect fee. Retain a copy of the filed form and the payment receipt as evidence of compliance.

Consequences of Non-Compliance

Failure to file Form NA2 within 14 days of the effective date of resignation is an offence under section 662 of the Companies Ordinance (Cap. 622). The auditor is liable to a fine of HK$5,000, with a further fine of HK$500 for each day the default continues.

The company is not required to file Form NA2. It must, however, record the resignation in its register of directors and secretaries and update its internal records. The company should also notify the Inland Revenue Department of the auditor change if previous profits tax returns were filed with the former auditor’s details.

Practical Steps for the Auditor

Follow these steps when resigning:

  1. Give written notice of resignation to the company, stating the effective date and any required statement of circumstances.
  2. Complete Form NA2 with the company’s particulars and the auditor’s details.
  3. Sign the form and have the signature witnessed.
  4. File the form with the Companies Registry within 14 days of the effective date.
  5. Pay the HK$15 registration fee for paper filing or HK$10 for electronic filing.
  6. Send a copy of the completed form to the company’s registered office.

The auditor should also review the company’s articles of association and any contractual agreements for obligations triggered by the resignation. Keep copies of all correspondence and filings for your records.

How to fill out Form NA2

Page one of the official form. Every field named below appears on it in the same order.

How to fill out Form NA2: page one of the Notification of Resignation of Auditor form from the Companies Registry

Business Registration Number

Enter the first 8 digits of the Business Registration Certificate number issued by the Business Registration Office of the Inland Revenue Department. Do not include the digits after the hyphen. For companies incorporated on or after 27 December 2023, or for re-domiciled companies, this number also appears as the "No." on the Certificate of Incorporation or Certificate of Re-domiciliation issued by the Companies Registry.

1. Company Name

Enter the full name of the company exactly as it appears on the Certificate of Incorporation.

A. Date of Receipt of Notice of Resignation

Enter the date on which the company received the auditor's written notice of resignation. This is the date that starts the 15-day clock for delivering this form to the Registrar. Use DD/MM/YYYY format.

B. Particulars of Resigning Auditor

Name: Enter the full name of the resigning auditor. For an individual, give the full name. For a firm, give the firm name.

Address: Enter the auditor's full address. Use the structured fields for Flat/Floor/Block, Building, Street/Estate/Lot/Village, District, and Region. The Region field is pre-printed as "HONG KONG". Complete all relevant parts of the address.

Effective Date of Resignation: Enter the date on which the resignation takes effect. This date is set out in the auditor's notice of resignation. Use DD/MM/YYYY format.

5. Signature

This form must be signed by a director or the company secretary. Delete the option that does not apply. The signatory must print their name and enter the date of signing in DD/MM/YYYY format. An unsigned form will be rejected by the Companies Registry.

Presentor's Reference

Complete this section with the name, address, telephone number, fax number, email address, and reference number of the person delivering the form. Unless there is a specific issue to raise, no covering letter is required.

Key Points to Get Right

  • Deadline: The company must deliver this form to the Companies Registry within 15 days beginning on the date the company received the auditor's resignation notice (the date entered in Section A). The form text does not state a fee.
  • Mutually Exclusive: The signatory must be either a director or the company secretary. Delete the inapplicable title.
  • Continuation Sheets: The form does not mention continuation sheets. Do not use them unless the form itself provides for them.
  • Language: Complete all fields consistently in either Chinese or English. Handwritten forms may be rejected.
  • Delivery: You may post the form to "The Companies Registry, 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong" or deliver it in person to that address. If posted and not received, it is not considered delivered.

Download the current form — always file the version on the issuing authority's site, not a copy.

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