How to file Form NN13 for cessation of place of business in Hong Kong

Form NN13 Cessation of Place of Business Hong Kong

When a registered non-Hong Kong company stops carrying on business in Hong Kong, it must file Form NN13 cessation of place of business Hong Kong with the Companies Registry. This filing notifies the Registrar that the company no longer maintains a place of business and triggers its removal from the register of non-Hong Kong companies. The requirement is mandatory under Part 16 of the Companies Ordinance (Cap. 622). Deliver the form within seven days after cessation takes effect. The Registry will process the notification only after all outstanding annual returns and fees are settled.

Information Required on Form NN13

Form NN13 requires specific particulars. Provide the company's registered name in Hong Kong and its approved business name. State the Registry-assigned registration number and the date of cessation. Include the full address of the principal place of business that has closed. If the company has an authorised representative appointed under section 662 of Cap. 622, include the representative's name and correspondence address. A certified true copy of the board resolution authorising the cessation must accompany the form. The signatory must declare the information is correct and that the company has complied with all filing obligations up to the cessation date. This declaration confirms the company has no other place of business in Hong Kong and that the authorised representative, if one was appointed, has been notified of the cessation.

Non-Hong Kong Company Place of Business Cessation: Legal Basis

Section 662 of the Companies Ordinance (Cap. 622) mandates the filing. A registered non-Hong Kong company ceasing to have a place of business in Hong Kong must give notice to the Registrar within seven days. The notice must be in the specified form (NN13) and contain the prescribed particulars. Failing to file within the statutory deadline is an offence; the company and every officer in default may be liable to a fine. The Registry will not remove the company from the register until it is satisfied all outstanding annual returns (Form NN3) and applicable fees are paid. The company must also notify the Inland Revenue Department separately of the cessation for tax purposes. The cessation of the place of business does not, by itself, discharge the company from any liabilities it incurred while operating in Hong Kong.

Companies Registry Form NN13 Guide: Filing Procedure

File Form NN13 in English or Chinese. Download the form from the Companies Registry specified forms index at www.cr.gov.hk/en/forms/specified.htm. Submit the completed form and the certified true copy of the board resolution to the Registry. Use the e-Services portal at www.eregistry.gov.hk for electronic submission with a digital signature, or file by post or in person at the Registry's counter. The filing fee is HK$295. The Registry will reject the form if the company has any overdue annual returns until those returns and associated late fees are paid. Check your filing history before submission. When filing electronically, the system will automatically check for outstanding documents and prevent submission if any are found. For paper filings, the Registry will conduct this check upon receipt.

Close Place of Business Hong Kong: Practical Steps

Take these practical steps before filing. Settle all outstanding liabilities, including creditor debts, employee wages, and tax obligations. Notify your authorised representative, if any, of the cessation and confirm the termination of their appointment. File any overdue annual returns (Form NN3) and pay the associated late fees. Cancel your business registration with the Inland Revenue Department by notifying the department in writing. Prepare the board resolution authorising the cessation and obtain a certified true copy. Complete Form NN13 and file it within seven days of the cessation date. The Registry will issue an acknowledgment of receipt and remove the company from the register once the filing is accepted. Retain the acknowledgment and all supporting documents for your records.

Notice of Cessation of Place of Business: Deadline and Consequences

File the notice of cessation within seven days after the company ceases to have a place of business in Hong Kong. The seven-day period starts from the date the last physical office, branch, or other premises closes. Failure to file Form NN13 on time leaves the company on the register, incurring ongoing annual return obligations and fees. The Registry may take enforcement action, including prosecution. The company also remains liable for penalties that accrue after the cessation date until the form is properly filed. Plan the filing to coincide with the closure date to avoid unnecessary costs. An offence is committed if the notice is not filed within the prescribed period, and the company and each responsible officer may be prosecuted. The company remains subject to the filing requirements of the Companies Ordinance until it is formally removed from the register.