Form NN2 Termination of Authorized Representative Hong Kong

Purpose and Filing of Form NN2 Termination of Authorized Representative Hong Kong

Form NN2 notifies the Companies Registry that a person has ceased to act as the authorised representative of a registered non-Hong Kong company. Part 16 of the Companies Ordinance (Cap. 622) requires every non-Hong Kong company registered in Hong Kong to maintain at least one authorised representative at all times. When that appointment ends, the company must file Form NN2 termination of authorized representative Hong Kong within the prescribed period. The appointment can end by resignation, removal, death, or the representative ceasing to meet the statutory qualifications. The filing updates the public register, informing third parties who currently holds the position.

Who Signs Form NN2

The person who has ceased to be the authorised representative signs the form. A director or the company secretary of the non-Hong Kong company may also sign. The resigning individual may sign the form themselves. If the company removes the representative, a director or the company secretary signs on the company's behalf. The signature confirms the particulars are correct to the best of the signatory's knowledge. The Companies Registry does not require a witness or certification, except for paper filings signed outside Hong Kong. In that case, a certified true copy of the signed form may be requested.

Filing Deadline for Form NN2

Deliver the form to the Companies Registry within 15 days after the date the person ceased to be the authorised representative. This deadline runs from the actual date of cessation, not from the date the company receives notice. Failure to file within the 15-day period is an offence under section 662 of the Companies Ordinance and may incur a fine. The Companies Registry does not publish a standard late-filing fee for Form NN2. File as soon as possible after cessation to avoid enforcement action.

Particulars Required on Form NN2

The Companies Registry requires the following information on Form NN2:

The form does not require the name of a replacement authorised representative. If the cessation leaves the company with no authorised representative, appoint a new one and file Form NN8 (Return of Change of Authorised Representative) within the same 15-day period. The two forms may be filed simultaneously.

Authorised Representative Cessation Non-Hong Kong Company

The cessation of an authorised representative occurs when the person no longer meets the statutory requirements under section 662 of the Companies Ordinance. An authorised representative must be an individual ordinarily resident in Hong Kong. Cessation takes effect immediately if the representative leaves Hong Kong permanently, becomes bankrupt, is disqualified from acting as a director, or dies. The company must then file Form NN2 to record the event. The form is also used for voluntary resignation or when the company replaces the representative.

Companies Registry Form NN2 Filing

File Form NN2 through the Companies Registry e-Services portal or by paper filing. The e-Services portal allows online completion, digital signing, and immediate payment. Paper filing requires the form to be printed, signed manually, and delivered to the Companies Registry's office at Queensway, Hong Kong. The Registry accepts paper forms by post, by hand, or by courier. The filing fee is HK$15 for electronic filing and HK$30 for paper filing. The Registry does not refund fees if the form is rejected due to incomplete particulars.

Terminate Authorised Representative Hong Kong Company

Terminating an authorised representative for a Hong Kong-registered non-Hong Kong company is straightforward but time-sensitive. First, confirm the exact date of cessation. A resignation letter should state the effective date. A board resolution for removal should specify the date. Then complete Form NN2 with the required particulars and file it within 15 days. Update internal records and notify the Inland Revenue Department if the representative was also responsible for the company's business registration affairs.

Non-Hong Kong Company Authorised Representative Change

When a non-Hong Kong company changes its authorised representative, it files two forms: Form NN2 for the outgoing representative's cessation and Form NN8 for the incoming representative's appointment. Both forms must be filed within 15 days of the change. The company may file both forms together in a single submission through the e-Services portal. The incoming representative must consent to act. Retain a copy of this consent in the company's records. The Companies Registry does not require the consent to be filed, but the company must produce it if requested.

Business Registration Considerations

A non-Hong Kong company registered in Hong Kong must hold a valid Business Registration Certificate under the Business Registration Ordinance (Cap. 310). The authorised representative is often the person named on the business registration application. When the representative ceases, notify the Inland Revenue Department using Form IRBR2 (Notice of Cessation of Business) if the company no longer carries on business in Hong Kong. If the company continues with a new representative, update the business registration record. The Companies Registry and the Inland Revenue Department maintain separate registers; a change on one does not update the other.

Supporting Terms Used

The following supporting terms are used: Companies Registry, Form NN2, authorised representative, registered non-Hong Kong company, particulars, e-Services portal, paper filing, Cap. 622, return date, certified true copy, business registration, IRBR2, Hong Kong, cessation, notification, Part 16.