Form NRC2 Statement of Affairs Hong Kong

Learn how to prepare and file Form NRC2, the Statement of Affairs, for a company under receivership in Hong Kong.

Updated 8 September 2026

NRC2 at a glance

Official title: Statement of Affairs
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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.

Purpose of Form NRC2 Statement of Affairs Hong Kong

A receiver or manager appointed over a company's property under the Companies Ordinance (Cap. 622) must prepare and file Form NRC2. This statutory document gives a snapshot of the company's financial position at the appointment date, detailing its assets, liabilities and debts. It informs creditors and the court of the company's financial standing, enabling the receiver or manager to administer or realise assets in an orderly manner.

Section 662 of Cap. 622 mandates this statement. The receiver or manager must deliver the completed Form NRC2 to the Companies Registry within 28 days of appointment, unless the court orders otherwise. A certified true copy of the statement of affairs and any supporting schedules must accompany the form.

NRC2 Statement of Affairs Hong Kong: Required Content

Form NRC2 must contain these particulars:

The company's name and its company registration number
The date of the receiver or manager's appointment
A statement of the company's assets, showing their estimated realisable value
A list of the company's liabilities, distinguishing between secured and unsecured creditors
The names and addresses of all creditors and the amounts owed to each
The total amount of any preferential debts (such as wages, salaries and employee entitlements)
Any deficiency or surplus after accounting for all assets and liabilities

A director must verify the statement. If that is not possible, the company secretary or another officer familiar with the company's affairs may do so. The verifying person signs a declaration confirming the information is true to the best of their knowledge and belief.

Receiver Manager Statement of Affairs: Who Prepares It

The receiver or manager appointed under a debenture, court order or other instrument prepares the statement of affairs. They are responsible for gathering all necessary financial information from the company's records at its registered office and ensuring the statement is accurate and complete.

If directors or officers refuse to cooperate, the receiver or manager can apply to the court for an order compelling them to provide the information. The court may also extend the 28-day filing deadline if the receiver or manager can show it is not practicable to prepare the statement within that time.

Form NRC2 Filing Guide: Step-by-Step

Follow these steps to complete and submit Form NRC2:

Obtain the form: Download Form NRC2 from the Companies Registry's specified forms index at cr.gov.hk/en/forms/specified.htm. Do not use a photocopy or an outdated version, as the Registry revises forms periodically.
Complete the statement of affairs: Fill in the company's name, registration number and the date of appointment. List all assets with their estimated realisable values. List all liabilities, separating secured creditors from unsecured creditors. Include each creditor's name, address and the amount owed.
Verify the statement: Have a director or other authorised officer sign the declaration on the form. The verifying person must confirm the statement is correct to the best of their knowledge.
Prepare supporting schedules: Attach schedules detailing assets and liabilities, such as lists of book debts, stock, plant and machinery, and other property. These schedules form part of the statement of affairs.
Certify the copy: Make a certified true copy of the completed Form NRC2 and the schedules. The certification must be signed by the receiver or manager or by a solicitor acting for them.
File the form: Submit the original Form NRC2 and the certified true copy to the Companies Registry. File electronically through the e-Services portal at eregistry.gov.hk or by paper at the Registry's office. The filing fee is HK$105 for electronic filing and HK$170 for paper filing.
Keep a copy: Retain a copy of the filed form and the Registry's acknowledgement for the company's records.

Importance for Creditors and the Court

The statement of affairs is critical for creditors. It shows the company's financial position at the time of the receiver or manager's appointment, allowing creditors to assess the likelihood of recovering their debts. They can use this information to decide whether to challenge the receiver or manager's actions or apply to the court for directions.

For the court, the statement provides a factual basis for subsequent proceedings, such as an application to wind up the company or vary the receiver or manager's powers. The court may also refer to the statement when determining the priority of claims among creditors.

Filing Deadline and Extensions

The receiver or manager must file Form NRC2 within 28 days of appointment. If they cannot meet this deadline, they may apply to the court for an extension. The application must explain the reasons for the delay, such as the complexity of the company's affairs or the unavailability of records. The court may grant an extension on such terms as it thinks fit.

Failure to file the statement of affairs within the required period is an offence under Cap. 622. The receiver or manager may be liable to a fine, and the court may also make an order compelling compliance.

Where to File and How to Access the Form

Form NRC2 is available from the Companies Registry's specified forms index. The Registry accepts filing through its e-Services portal or by post or in person at its office at 14/F, Queensway Government Offices, 66 Queensway, Hong Kong. The form must be accompanied by the correct fee, payable by cheque, cash or electronic payment.

The Registry maintains a public register of filed statements of affairs. Any person may search the register and obtain a copy of the filed Form NRC2 upon payment of the prescribed fee. This transparency ensures creditors and other interested parties can access the information they need to protect their interests.

How to fill out Form NRC2

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

Business Registration Number

Enter the company’s business registration number exactly as shown on the Business Registration Certificate. This number is printed at the top of the form and must match the number on other documents filed with the Companies Registry.

Company Name

Write the full name of the company as it appears on the Certificate of Incorporation. Do not abbreviate or omit any words.

Date of Statement of Affairs

This is the date of appointment of the receiver. It must be the same date that appears on the notice of appointment. Fill in DD, MM, and YYYY. Many filers mistakenly use the date the statement is prepared, not the receiver’s appointment date.

ASSETS and LIABILITIES (Items A through E)

A (1) Assets not specifically pledged: The total from List A on the following page. This must match exactly.
B (2) Estimated surplus from assets specifically pledged: Only enter an amount if there is a surplus after selling pledged assets. If no surplus, write “NIL”.
C (4) Preferential creditors: List the total amount owed to creditors who rank first under the Ordinance.
D (5) Debenture holders secured by a floating charge: The amount owed to those holding a floating charge.
E (6) Unsecured creditors: All remaining creditors not covered above.

Items (3), (7), and (8) are totals computed from the lines above. Item (8) is the surplus or deficiency after subtracting total liabilities from total assets. Delete whichever does not apply.

ISSUED AND CALLED UP CAPITAL

(9) Preference shares issued as fully paid: Enter number of shares and the nominal value per share. Only for shares with a nominal value. If none, write “NIL”.
(10) Preference shares issued as partially paid: Enter number of shares, the amount called up per share, and the nominal value if applicable.
(11) Total of items (9) and (10): Auto-calculated.
(12) to (14): Same logic for ordinary shares.
(15) Any other types of shares: Describe in the space provided.
(16) Total of items (11), (14) and (15).
F (17) Estimated Surplus/Deficiency as regards Members: Item (8) minus item (16). Delete “Surplus” or “Deficiency” as appropriate.

NOTES

Tick one box under note (a). If there is unpaid capital liable to be called up, fill in the amounts and tick whether it is charged in favour of debenture holders. Note (b) is informational; no entry required.

Lists A, B, C, D, E, F

Each “List” on page 4 onward must be completed with particulars and amounts. Where a list has no entries, write “NIL” in the Amount column and type “NIL” in the related “Type ‘NIL’” box. Lists must be annexed to the form.

Signature Block

The director(s) and company secretary must sign. Three signature lines are provided: one for the company secretary and two for directors. If there are more than two directors, attach a continuation sheet. Each signatory must print their name, sign, and enter the date in DD/MM/YYYY format. The statutory declaration on page 1 must be completed by the same persons. Delete “director” or “directors” as appropriate.

Presentor’s Reference

Fill in name, address, telephone, fax, email, and an internal reference (if any). This is for the person filing the form, not the company.

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

Sources

Companies Registry (opens on an external site) cr.gov.hk