How to file Form NN14 for dissolution of a registered non-Hong Kong company

Form NN14 Dissolution of Registered Non-Hong Kong Company

The Form NN14 dissolution of registered non-Hong Kong company is the statutory notification filed with the Companies Registry when a non-Hong Kong company registered under Part 16 of the Companies Ordinance (Cap. 622) has been dissolved in its place of incorporation. This form serves as the formal record that the company has ceased to exist in its home jurisdiction, triggering the Registry's process to remove the company from the register of non-Hong Kong companies in Hong Kong.

Conditions for Filing Form NN14

Form NN14 must be filed when a registered non-Hong Kong company has been dissolved, whether by a court order, a winding up, or any other lawful means in its place of incorporation. The obligation to file arises under section 662 of Cap. 622, which requires the company (or its liquidator, if one has been appointed) to deliver the notice to the Companies Registry within the prescribed period after the dissolution takes effect.

The form is not used for voluntary deregistration or striking off by the Registrar. It applies only where the company's existence has already ended under the law of its place of incorporation. If the company has been struck off by the Companies Registry for non-compliance, a different process applies.

Non-Hong Kong Company Dissolution Form NN14

The form itself is a single-page document requiring the following particulars:

• The company's registered name in Hong Kong and its registration number
• The place of incorporation and the company's registration number in that jurisdiction
• The date of dissolution
• The method of dissolution (e.g., by court order, by voluntary winding up, by administrative action)
• A declaration that the dissolution has been effected in accordance with the law of the place of incorporation

A director, company secretary, authorised representative, or the liquidator must sign the form.

Companies Registry Dissolution Notice

The Companies Registry treats Form NN14 as a dissolution notice that updates the public record. Once the Registry receives and processes the form, it will:

• Record the dissolution on the company's public file
• Remove the company from the register of non-Hong Kong companies
• Issue a notice of removal to the company's authorised representative (if any)

The Registry does not require a fee for filing Form NN14, but the form must be delivered within the time limit specified in Cap. 622. Late filings may be accepted, but the company or its liquidator should be prepared to explain the delay.

Dissolve Non-Hong Kong Company Hong Kong

The process to dissolve a non-Hong Kong company in Hong Kong begins with the dissolution in the company's home jurisdiction. The Hong Kong filing is purely a notification step; the company cannot be dissolved in Hong Kong independently of its place of incorporation.

The steps are:

1. Obtain the dissolution order or certificate from the relevant authority in the place of incorporation
2. Prepare a certified true copy of the dissolution document
3. Complete Form NN14 with the required particulars
4. File the form and the certified true copy with the Companies Registry
5. The Registry processes the notice and updates the register

The company should also notify the Inland Revenue Department of the dissolution, as the company's tax obligations continue until the Registry has confirmed the removal.

Notice of Dissolution Form NN14

The notice of dissolution Form NN14 must be accompanied by a certified true copy of the dissolution document from the place of incorporation. This document may be:

• A court order dissolving the company
• A certificate of dissolution issued by the companies registrar in the home jurisdiction
• A notice of dissolution from the relevant government authority

The certified true copy must be certified by a notary public, a solicitor, or the relevant authority in the place of incorporation. If the document is not in English or Chinese, a certified translation must also be provided.

The filing can be done through the Companies Registry e-Services portal or by paper submission. The e-Services portal allows electronic submission of the form and supporting documents in PDF format. Paper filing requires delivery to the Companies Registry's office in Queensway, Hong Kong.

Supporting Documents and Filing Process

The supporting documents required for Form NN14 are:

• A certified true copy of the dissolution order or certificate from the place of incorporation
• A certified translation if the dissolution document is not in English or Chinese
• A covering letter if the filing is made by a liquidator or other authorised person

The filing process is straightforward:

1. Complete Form NN14 in duplicate (the Registry keeps one copy and returns the other as an acknowledgement)
2. Attach the certified true copy of the dissolution document
3. Submit the form and documents to the Companies Registry
4. The Registry will stamp the duplicate copy and return it as proof of filing

The Registry typically processes the form within 5 to 7 working days. Once processed, the company's name will be removed from the register and the company will no longer be required to file annual returns (Form NN3) or other ongoing compliance documents.

Court Order and Winding up Considerations

If the dissolution results from a court order or a winding up, the liquidator or the person who obtained the order must file Form NN14. The court order itself must be a final order of dissolution, not an interim order or a winding-up order that has not yet resulted in dissolution.

In a winding up, the dissolution occurs when the liquidator has completed the winding up and the court has made a dissolution order, or when the company has been dissolved by operation of law in its place of incorporation. The liquidator should file Form NN14 promptly after the dissolution takes effect.

The Companies Registry may request additional information if the dissolution document does not clearly state the date of dissolution or the legal basis for the dissolution. It is advisable to include a brief explanation in the covering letter if the dissolution document is from a jurisdiction where the dissolution process is not straightforward.

Practical Reminders

• File Form NN14 as soon as possible after the dissolution takes effect. The prescribed period under Cap. 622 is 15 days after the dissolution, but the Registry may accept late filings with an explanation.
• Keep a copy of the filed form and the stamped duplicate for your records.
• Notify the Inland Revenue Department separately, as the Registry does not automatically share dissolution information with the IRD.
• If the company has outstanding tax liabilities, the IRD may object to the dissolution and require the company to settle its tax affairs before the Registry will process the form.

For the latest version of Form NN14 and the current filing instructions, refer to the Companies Registry specified forms index at cr.gov.hk/en/forms/specified.htm. The Registry revises forms periodically, and a stale copy may be rejected.