Hong Kong International Corporate Secretaries

Form NS4 Notice of Cancellation of Original Certificate

Learn how to file Form NS4 to cancel an original Companies Registry certificate, including purpose, signatories, and filing steps.

NS4 at a glance

Official title
Notice of Cancellation of Original and Issue of New Certificate
Issued by
Companies Registry

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Form NS4 Notice of Cancellation of Original Certificate

Form NS4 (Notice of Cancellation of Original Certificate) is a specified form under the Companies Ordinance (Cap. 622). It requests the Companies Registry to cancel an original certificate that was issued but is no longer valid. Use this form when a certificate contains incorrect particulars, was issued in error, or has been superseded by a corrected version. The form ns4 notice of cancellation of original certificate must be submitted to the Registry so the official record reflects only the correct, valid certificate.

When to Use Form NS4

This is not a routine filing. It applies in specific situations. The Companies Registry might have issued a certificate of incorporation, change of name, or other official certificate containing an error in the company name, date, or other particulars. A duplicate or replacement certificate may have been issued, and the original must be cancelled to prevent confusion. A certificate could have been issued to the wrong entity or in respect of incorrect information.

If you need to obtain a replacement certificate for a lost or destroyed original, the procedure is different. It does not require Form NS4. Replacement is handled through a separate application to the Companies Registry.

Hong Kong Certificate Replacement

The process for hong kong certificate replacement differs from cancellation. If a company's original certificate of incorporation or certificate of change of name is lost, destroyed, or defaced, the company must apply for a certified true copy from the Companies Registry. This is a re-issuance, not a cancellation. Form NS4 is only used when the original certificate itself must be invalidated, not when a physical copy needs to be replaced.

A certified true copy carries the same legal force as the original. The Registry will mark the replacement copy as a certified copy. The original certificate, if it still exists, is surrendered or cancelled in the Registry's internal records.

Companies Registry NS4 Form

The companies registry ns4 form is available on the Companies Registry's specified forms index. The PDF form requires the company name and company number (CR number). You must state the type of certificate to be cancelled (e.g., certificate of incorporation, certificate of change of name, certificate of registration of charge) and its date of issue. Provide the reason for cancellation. The form requires the signature of the company secretary, director, or authorised representative.

Submit the original certificate with the form if you have it. If not, include a statement explaining why the original cannot be produced.

Cancel Original Certificate Hong Kong

To cancel original certificate hong kong, submit Form NS4 to the Companies Registry with the supporting documents. The Registry reviews the application. If satisfied, it cancels the certificate in its official register and issues a notice of cancellation. The company's record is then updated.

The filing fee for Form NS4 is set by the Companies Registry. The current schedule is on the Registry's website. Pay by cheque (payable to "Companies Registry") or through the e-Services portal.

You must surrender the certificate to be cancelled. If the certificate is lost, provide a statutory declaration or a letter of explanation.

NS4 Form Filing Procedure

The ns4 form filing procedure involves several steps. First, complete the form. Fill in the company name, company number, and details of the certificate to be cancelled. Ensure all particulars match the Registry's records. Next, gather supporting documents. Include the original certificate if available, a copy of the relevant Registry correspondence, and any other evidence supporting the cancellation request.

Obtain the required signature. The form must be signed by a person authorised under Cap. 622, typically a director or the company secretary. For a company limited by shares or a company not limited by shares, the signatory must be someone with authority to bind the company.

File the form. Submit the completed form and supporting documents through one of the following channels:

  • E-Services portal: The Companies Registry's electronic filing system allows online submission of Form NS4. Pay by credit card or e-cheque. The portal is at www.eregistry.gov.hk.
  • Paper filing: Deliver the form and documents in person or by post to the Companies Registry's office at Queensway Government Offices, or to the designated drop-box location.

The Registry aims to process applications within two to three working days. Complex cases may take longer. A certificate of cancellation is issued electronically for e-filed applications or by post for paper filings.

Supporting Documents

Supporting documents for Form NS4 include the original certificate if you still have it. Provide a copy of the Registry's letter or notification that led to the request. If the original certificate has been lost or destroyed, submit a statutory declaration or written explanation. Include any other evidence showing the incorrect particulars, such as a copy of the correct certificate or correspondence.

The Registry may request additional documentation if the application is unclear or incomplete.

Filing Channels

The Companies Registry accepts Form NS4 through two primary channels. Electronic filing via the E-Services portal is faster and provides immediate confirmation of receipt. The system generates an electronic acknowledgement. The registration fee is payable online.

Paper filing allows you to post or deliver the form and supporting documents in person. A cheque or banker's draft should accompany the form. For companies not registered as users of the e-Services portal, paper filing is the default option. The Registry recommends that frequent filers register for the portal to reduce turnaround time.

Changes in Particulars

If the need for cancellation arises from a change in the company's particulars that was previously filed, ensure the underlying information is correct on the public register. For example, if a certificate of incorporation was issued with a misspelled company name, first correct the name through a separate procedure (e.g., Form NNC2) before requesting cancellation of the old certificate.

Form NS4 does not itself update the company's particulars. It only cancels a certificate. Any amendment to the register must be handled through the appropriate form for that change.

Difference Between Cancellation and Replacement

Understanding the difference between cancellation and replacement is critical. Cancellation via Form NS4 removes the legal validity of a certificate from the official record. Replacement, an application for a certified true copy, provides a duplicate of a lost or destroyed certificate without invalidating the original.

Using the wrong procedure can lead to errors in the company's record and potential delays in other filings, such as annual returns or registration of charges. If in doubt, consult the Companies Registry's FAQ or a professional company secretary.

Company Secretary and Registered Office

The company secretary or a director typically prepares and signs Form NS4. The Registry sends any correspondence regarding the application, including the certificate of cancellation, to the registered office address. Ensure the registered office details are current on the register before filing.

For a company limited by shares or a company not limited by shares, the same filing rules apply. The form does not differentiate between company types; any company incorporated under Cap. 622 may use Form NS4.

Incorporation and Business Registration

Cancelling an original certificate of incorporation does not affect the company's business registration. The (BRO) issues its own separate certificate. If the cancellation involves a certificate of incorporation, the BRO record remains unchanged unless the company's name or status changes.

Form NS4 is not the correct instrument for a business registration certificate. Business registration cancellations are handled through the Inland Revenue Department using forms such as IRBR184 or IRBR199.

Registration Fee

The registration fee for Form NS4 is specified in the Companies (Fees) Regulations. The fee is HK$175 for paper filing and HK$170 for electronic filing. Payment must be made at the time of submission. The fee is non-refundable even if the Registry rejects the application.

E-Services Portal

The Companies Registry's e-Services portal provides a streamlined workflow for Form NS4. Users must create an account and register their company. The portal supports electronic signature and payment. Once submitted, the applicant can track the status online.

The portal is accessible 24 hours a day, seven days a week. It generates an electronic receipt and a notice of cancellation once processed. Paper filing may take longer because of manual handling.

How to fill out Form NS4

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

How to fill out Form NS4: page one of the Notice of Cancellation of Original and Issue of New Certificate form from the Companies Registry

Business Registration Number

Enter the first 8 digits of the Business Registration Certificate number issued by the Inland Revenue Department. Leave out any digits after a hyphen. For companies incorporated on or after 27 December 2023, or for re-domiciled companies, this number is the same as the “No.” printed on the Certificate of Incorporation or Certificate of Re-domiciliation.

Company Name

State the full name of the company exactly as it appears on the Certificate of Incorporation.

Cancelled Certificates Table

This table has five columns. Use the column headings from the form.

Column (a) - Registered Holder Enter the name of the person who was shown in the Register of Members as the holder of the shares before the cancellation. This is the person named on the original certificate.

Column (b) - Certificate Number Enter the number of the original share certificate that has been cancelled.

Column (c) - Distinguishing Number Enter the distinguishing numbers of the shares. If the shares are not numbered (for example, they are held in uncertificated form), delete this entire column. Do not leave it blank.

Column (d) - Number of Shares Enter the quantity of shares covered by the original certificate. This is a number, not a dollar value.

Column (e) - Class of Shares Enter the class: Ordinary, Preference, Deferred, or another class as appropriate.

New Certificates Table

This table has five columns. Columns (c), (d) and (e) are the same as in the cancelled certificates table.

Column (f) - Holder of New Share Certificate Enter the name of the person to whom the new certificate has been issued. This may be the same person as in column (a) or a different person (for example, after a transfer).

Column (g) - New Certificate Number Enter the number of the new share certificate that has been issued.

A copy of this Notice has been delivered to the Stock Exchange of Hong Kong Limited

This statement is a declaration. Do not remove it. The form must be delivered to the Stock Exchange as required by section 166(1) of the Companies Ordinance (Cap. 622).

Date

Insert the date on which the form is signed.

Signature Block

The form must be signed by either: - The Company Secretary of the company; or - The Share Registrar of the company.

Choose one and delete the other. After the signature, print or type the name of the signatory and the name of the company.

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

Sources

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