How to Prepare a Form NW1 Certificate of Solvency in Hong Kong
Understand the requirements for Form NW1, the Certificate of Solvency needed for a members' voluntary liquidation in Hong Kong.
NW1 at a glance
- Official title
- Certificate of Solvency
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form NW1 Certificate of Solvency for Hong Kong Companies
The Form NW1 Certificate of Solvency is the statutory declaration directors must deliver to the Companies Registry before a members' voluntary winding up can proceed. Prescribed under the Companies Ordinance (Cap. 622), this document is the formal evidence that the company can pay its debts in full within a specified period. Without a valid Certificate of Solvency, the winding up cannot be a members' voluntary liquidation and must instead follow the more complex creditors' voluntary winding up route.
What Is the Solvency Test for a Hong Kong Voluntary Winding Up?
The solvency test is the legal standard directors must satisfy before making the declaration on Form NW1. Under section 662 of the Companies Ordinance (Cap. 622), the test requires directors to form the opinion, after making full inquiry into the company's affairs, that the company will be able to pay its debts in full within a period not exceeding 12 months from the commencement of the winding up. This period is stated in the Certificate of Solvency itself.
This test is not a snapshot of the company's current financial position. Directors must consider projected cash flows, expected realisations from asset sales, and any contingent liabilities that may crystallise during the winding up period. The test is forward-looking. The question is whether the company can discharge all its liabilities, including those that become due only after the winding up begins, within the 12-month window.
Certificate of Solvency Form NW1 Guide
Form NW1 is a single-page document completed in English, Chinese, or both. It contains the following key sections:
- Company details: the registered name and company number as recorded at the Companies Registry.
- Declaration by directors: a statement that the directors have made full inquiry into the company's affairs and believe the company will be able to pay its debts in full within the period stated.
- Period for payment of debts: the number of months (not exceeding 12) within which the directors expect all debts to be paid.
- Signatures: the declaration must be signed by all directors, or by the sole director alone.
- Date: the date on which the declaration is made.
The form must be delivered to the Companies Registry for registration within 15 days after the passing of the special resolution for voluntary winding up. Failure to file within this period renders the resolution ineffective for a members' voluntary winding up.
Directors Solvency Statement Hong Kong
The directors solvency statement is the substantive declaration underpinning Form NW1. All directors must make the statement jointly; a majority is insufficient. Each director who signs the form is personally liable for the accuracy of the declaration. If a director makes the declaration without reasonable grounds for the opinion expressed, that director commits an offence under section 662(5) of Cap. 622 and is liable to a fine and imprisonment.
The statement must be based on a full inquiry into the company's affairs. This involves reviewing the latest audited financial statements, management accounts, aged debtor and creditor listings, and any known contingent liabilities. Directors should also consider the costs of the winding up itself, including the liquidator's fees and disbursements, as these are debts of the company that must be paid within the stated period.
Members Voluntary Liquidation Hong Kong
Members' voluntary liquidation is the winding up procedure for solvent companies. The process begins when the company passes a special resolution for voluntary winding up and the directors deliver Form NW1 to the Companies Registry. The key distinction from a creditors' voluntary winding up is that directors, not creditors, control the appointment of the liquidator.
For a members' voluntary liquidation to proceed, the directors must be satisfied that the company is solvent. If the directors cannot make the solvency declaration, the winding up must be conducted as a creditors' voluntary winding up, where creditors have the right to appoint the liquidator and form a liquidation committee. The Form NW1 Certificate of Solvency is the critical document that determines the entire character of the liquidation.
The Role of the Liquidator After Form NW1 Is Filed
Once the Companies Registry registers Form NW1, the company may proceed with the members' voluntary liquidation. The liquidator appointed by the members takes control of the company's assets, realises them, and distributes the proceeds to creditors and members according to their entitlements. The liquidator must also file Form NW2 (Statement of Voluntary Winding Up) and Form NW3 (Notice of Appointment of Liquidator) with the Registry.
The liquidator must verify that the company remains solvent throughout the liquidation. If at any point the liquidator forms the opinion that the company cannot pay its debts within the period stated in the Certificate of Solvency, the liquidator must call a meeting of creditors. The winding up then converts to a creditors' voluntary winding up.
Filing Form NW1 with the Companies Registry
Form NW1 must be delivered to the Companies Registry for registration. It can be filed electronically through the e-Services portal at www.eregistry.gov.hk or in paper form at the Registry's office. The registration fee is HK$30 for paper filing or HK$25 for electronic filing.
The form must be accompanied by a copy of the special resolution for voluntary winding up. The resolution must be passed by the members within the 15-day period before the form is delivered. The Registry will not register the Certificate of Solvency if the resolution is not provided or if it was passed more than 15 days before the filing.
Practical Considerations for Directors
Ensure the company's registered office address is current before filing Form NW1. The Registry will use this address for correspondence regarding the winding up. Confirm that the company secretary is aware of the filing requirements, as the secretary is often responsible for preparing and submitting the form.
Retain a copy of the signed Form NW1 and the supporting financial analysis that formed the basis of the solvency declaration. This documentation may be required by the liquidator or the court if the solvency of the company is later challenged. Ensure the company's books and records are complete and accessible to the liquidator.
Consequences of an Invalid Certificate of Solvency
If the Companies Registry discovers a Certificate of Solvency was made without reasonable grounds, it may refer the matter to the police or the Commercial Crime Bureau. Directors who knowingly make a false declaration commit an offence under section 662(5) of Cap. 622 and are liable on conviction to a fine of HK$150,000 and imprisonment for 12 months.
The winding up may also be challenged by creditors or the liquidator. If the court finds the company was not solvent when the declaration was made, it may order the winding up to be conducted as a creditors' voluntary winding up, giving creditors the right to replace the liquidator.
How to fill out Form NW1
Page one of the official form. Every field named below appears on it in the same order.
1 公司名稱 Company Name
Enter the full name of the company exactly as it appears on the Certificate of Incorporation.
商業登記號碼 Business Registration Number
Enter the 8-digit number before the hyphen on the Business Registration Certificate issued by the Inland Revenue Department. Do not include the hyphen or the characters after it. For companies incorporated on or after 27 December 2023, this number appears on the Certificate of Incorporation or the Certificate of Re-registration.
2 證明書 Certificate
This section is the formal declaration. It contains two parts:
(a) Solvency statement
This is a statement of opinion by the director(s) that the company can pay all its debts in full within 12 months of the start of the winding up.
The person(s) completing the form must tick the appropriate box or delete as indicated for "I／We" and, if more than one director is signing, for "we". If only one director signs, delete "we".
(b) Statement of Assets and Liabilities
Schedule 1 (see below) must contain the company's most recent balance sheet as at the latest practicable date before this Certificate is issued.
6 姓名 簽署 日期 Name / Signed / Date
Each director signing the Certificate must print their name, sign, and enter the date (DD/MM/YYYY). The name must exactly match the record held by the Companies Registry. The form provides spaces for up to five directors. If more directors are needed, use a continuation sheet; the Registry does not accept incomplete signatures.
附表一 Schedule 1
Statement of Assets and Liabilities as at [date]
Enter the date (DD/MM/YYYY) to which the balance sheet relates. This must be the latest practicable date before the Certificate is issued.
(a) Assets
List the assets and their individual amounts. State the currency (e.g. HKD, USD). Enter the Total of all assets in the final row.
(b) Liabilities
List the liabilities and their individual amounts. State the currency. Enter the Total of all liabilities in the final row.
Common mistakes:
- The Certificates date (section 6) must be within 5 weeks before the date of the special resolution for winding up, or on that date but before the resolution is passed. It must also be delivered to the Registrar not later than the date the special resolution is delivered.
- Directors can sign separately outside a board meeting (section 233(1A)), but each signing director must complete a separate signature block.
- If the company has more than two directors, the Certificate may be issued by a majority of them at a board meeting.
- The Certificate is invalid if either timing requirement (5-week window or delivery deadline) is missed.
Download the current form - always file the version on the issuing authority's site, not a copy.
Sources
More on the forms library.