How to file Form NN11 for commencement of liquidation and liquidator appointment
Filing guide for Form NN11 to report the commencement of liquidation and appointment of a liquidator for a non-Hong Kong company.
NN11 at a glance
- Official title
- Notice of Commencement of Liquidation and Appointment of Liquidator
- Issued by
- Companies Registry
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form NN11 Commencement of Liquidation Appointment Liquidator
Form NN11 is the statutory notice used to inform the Companies Registry of the commencement of liquidation and the appointment of a liquidator for a registered non-Hong Kong company. The Form NN11 commencement of liquidation appointment liquidator must be filed within 14 days of the appointment taking effect, whether the liquidation arises from a members' voluntary winding up, a creditors' voluntary winding up, or a court-ordered winding up. This form is governed by Part 16 of the Companies Ordinance (Cap. 622), which sets out the filing obligations for non-Hong Kong companies that maintain a registered place of business in Hong Kong.
The form serves two distinct purposes: it notifies the Registrar of Companies that the company has entered liquidation, and it records the identity and contact details of the person appointed to conduct the winding up. Without this filing, the company's public record at the Companies Registry will not reflect the change in its legal status, which can mislead creditors, business partners, and other parties who rely on the register.
When to File Form NN11
A registered non-Hong Kong company must file Form NN11 whenever a liquidator is appointed to wind up its affairs. The trigger events include:
- A members' voluntary winding up, where the company's directors have made a declaration of solvency.
- A creditors' voluntary winding up, where no such declaration has been made.
- A winding up by the court, following a petition presented to the High Court of Hong Kong.
The 14-day filing period runs from the date of the appointment. If the appointment is made by a resolution of the company's members, the filing date is the date the resolution was passed. If the appointment is made by the court, the filing date is the date of the court order. Late filing may result in a financial penalty, and the Registrar may refuse to accept the form if it is submitted after the company has been dissolved.
Details of the Liquidator Required on Form NN11
The form requires the full name and address of the appointed liquidator. If the liquidator is an individual, the form asks for their residential or business address. If the liquidator is a firm, the form requires the firm's registered office address and the name of the individual within the firm who is acting as the liquidator. The liquidator's Hong Kong contact details must be provided if they differ from the address given.
The form also requires the date of the appointment and the capacity in which the liquidator is acting. The capacity may be "liquidator" or "provisional liquidator". A provisional liquidator is appointed before the winding-up order is made, typically to preserve the company's assets. The form distinguishes between the two because the powers and duties differ.
Supporting Documentation for Filing
The Companies Registry requires supporting documents to verify the appointment. The specific documents depend on the type of winding up:
- Members' voluntary winding up: A certified true copy of the special resolution appointing the liquidator must accompany the form. The resolution must be certified by a director or the company secretary of the non-Hong Kong company.
- Creditors' voluntary winding up: A certified true copy of the resolution passed at the creditors' meeting, along with the minutes of that meeting, must be provided.
- Court-ordered winding up: A certified true copy of the court order appointing the liquidator must be submitted. The order must be sealed by the court.
All supporting documents must be in English or accompanied by a certified translation. The Companies Registry will not accept uncertified copies. The certifying officer must state their capacity and sign the document.
Filing Method and Fees
Form NN11 can be filed through the Companies Registry e-Services portal or by paper submission. Electronic filing is faster and allows for immediate payment of the filing fee. The current fee for filing Form NN11 is HK$95, though this is subject to change and should be verified on the Companies Registry's specified forms index before submission.
Paper filings must be delivered to the Companies Registry's counter at Queensway Government Offices, 66 Queens Road, Central, Hong Kong. The form and supporting documents must be accompanied by a cheque or cash for the fee. The Registry will stamp the form with the date of receipt and return a copy to the filer as proof of filing.
Non-Hong Kong Company Liquidation Form NN11
The form is specific to registered non-Hong Kong companies. A local Hong Kong company uses Form NW3 for the same purpose. The distinction matters because non-Hong Kong companies are subject to Part 16 of the Companies Ordinance, which imposes additional requirements, including the need to maintain a registered place of business and an authorised representative in Hong Kong. The liquidation of a non-Hong Kong company does not automatically terminate its registration in Hong Kong; the company must also file Form NN14 (Notice of Dissolution) once the winding up is complete.
Companies Registry Liquidator Appointment
The Companies Registry maintains a public register of liquidators for non-Hong Kong companies. Once Form NN11 is accepted, the Registry updates the company's record to show the liquidator's name and the date of appointment. This information is searchable by the public through the Companies Registry's online search service. Creditors and other interested parties can use this record to contact the liquidator and to verify that the winding up is proceeding.
The liquidator's appointment is not effective against third parties until it is registered. A liquidator who acts before filing Form NN11 may be personally liable for any transactions entered into during that period. The form therefore serves as both a notification and a protection for the liquidator.
Commence Liquidation Hong Kong Company
For a non-Hong Kong company, the commencement of liquidation in its place of incorporation does not automatically trigger the same effect in Hong Kong. The company must separately commence liquidation in Hong Kong by filing Form NN11. This is because the Hong Kong branch is a separate legal presence, and its assets and liabilities must be dealt with under Hong Kong law.
The date of commencement of liquidation in Hong Kong is the date the liquidator is appointed, not the date the winding up began in the company's home jurisdiction. This distinction is important for determining the priority of creditors and the validity of transactions entered into after the commencement date.
Notice of Liquidation Form NN11
The notice of liquidation on Form NN11 must include the company's registered name in Hong Kong, its company registration number, and its place of incorporation. The form also asks for the date of the winding-up resolution or court order, and the date the liquidator accepted the appointment. The liquidator must sign the form, or if the liquidator is a firm, a partner or director of the firm must sign.
The Companies Registry will issue a receipt acknowledging the filing. The receipt should be kept as evidence of compliance. If the form is rejected due to errors or missing documents, the filer must correct the issue and resubmit within the original 14-day period, or risk a late filing penalty.
Practical Considerations
Before filing Form NN11, the liquidator should confirm that the company is still registered in Hong Kong. If the company has already been struck off the register, the form cannot be accepted, and the liquidator must apply to the court for restoration of the company first.
The liquidator should also ensure that the company's annual return (Form NN3) is up to date. The Companies Registry may refuse to accept Form NN11 if the company has outstanding annual returns or unpaid fees. In such cases, the liquidator must file the overdue returns and pay the fees before the liquidation notice can be registered.
The form and supporting documents should be prepared in duplicate. The Registry will retain one copy and return the other as a certified copy of the filed notice. This returned copy serves as the liquidator's official record of the appointment.
How to fill out Form NN11
Page one of the official form. Every field named below appears on it in the same order.
1 公司名稱 Company Name
Enter the full name of the registered non-Hong Kong company. Immediately after the name, add the words “(In Liquidation)” in brackets. This is a mandatory notation that must appear exactly as shown on the form.
2 開始清盤的詳情 Details of Commencement of Liquidation
A. 清盤法律程序展開的日期 Date of Commencement of Proceedings for the Liquidation Enter the date (DD/MM/YYYY) on which the liquidation proceedings were formally commenced in the foreign jurisdiction. This date must match the court order or resolution that started the proceedings.
B. 清盤法律程序展開的通知按照展開該法律程序所在地方的法律送達公司的日期 Date on which the Notice of Commencement of Liquidation Proceedings was Served on the Company Enter the date (DD/MM/YYYY) the notice was served on the company according to the law of the place where proceedings began. This is often a different date from box A. Both dates must be consistent with the supporting documents.
C. 展開清盤法律程序所在國家／地區 Country/Region where Proceedings for the Liquidation are Commenced State the country or region (e.g., “Cayman Islands”, “England and Wales”, “Bermuda”).
D. 清盤方式 Mode of Liquidation Tick only one box: Compulsory Liquidation, Members’ Voluntary Liquidation, Creditors’ Voluntary Liquidation, or Others (specify the exact type, e.g., “Court-ordered winding up in Bermuda”).
3 委任清盤人／臨時清盤人 (自然人) Appointment of Liquidator/Provisional Liquidator (Natural Person)
Use this section only for a natural person (individual) liquidator. If more than one natural person is appointed, use Continuation Sheet A.
- Capacity: Tick “Liquidator” or “Provisional Liquidator” (or both if the same person holds both roles).
- Status: Tick “Sole”, “Joint”, or “Joint & Several”.
- Name in Chinese: Enter the Chinese name (if any).
- Name in English: Enter surname and other names.
- Address: Provide the full residential or business address, including flat/floor, building, street, district, city, province/state, postal code, and country/region.
- Email Address: Enter a current email address.
- Identification: You must complete the separate PI-NN11 sheet to provide the full identification number. On this page, enter only the partial number of the Hong Kong Identity Card (format: XXX(X)) or the partial passport number and its issuing country/region.
- Date of Appointment: Enter the date (DD/MM/YYYY) the liquidator was appointed.
4 委任清盤人／臨時清盤人 (非自然人) Appointment of Liquidator/Provisional Liquidator (Other than Natural Person)
Use this section for a corporate liquidator (e.g., a firm or company). If more than one non-natural person is appointed, use Continuation Sheet B.
- Capacity and Status: Tick as in section 3.
- Name in Chinese/English: Enter the full corporate name.
- Address: Provide the registered office or principal business address.
- Email Address: Enter a current email address.
- Date of Appointment: Enter the date (DD/MM/YYYY).
5 清盤人／臨時清盤人的停任 Cessation to Act as Liquidator/Provisional Liquidator
Use this section when a liquidator ceases to act. If more than one person ceases, use Continuation Sheet C.
- Capacity: Tick “Liquidator” or “Provisional Liquidator”.
- Particulars of Liquidator (Natural Person): Enter the Chinese name and English surname/other names, plus the partial Hong Kong ID or passport number.
- OR Particulars of Liquidator (Other than Natural Person): Enter the Chinese and English corporate name.
- Date of Cessation: Enter the date (DD/MM/YYYY) the liquidator stopped acting.
Common mistake: Do not leave the identification fields blank. For natural persons, the full ID number must be on the PI-NN11 sheet; only the partial number goes here. For cessation, ensure the date matches the effective date of the liquidator’s resignation or removal.
Download the current form - always file the version on the issuing authority's site, not a copy.
Sources
More on the forms library.