Filing Form NW2 Statement of Voluntary Winding Up in Hong Kong
Learn how to correctly complete and file Form NW2, the Statement of Voluntary Winding Up, with the Hong Kong Companies Registry.
NW2 at a glance
- Official title
- Statement of Voluntary Winding Up
- 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We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.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 the Form NW2 Statement of Voluntary Winding up
A company must deliver the Form NW2 Statement of Voluntary Winding Up to the Companies Registry to formally record the commencement of a voluntary winding up. This statutory document is the official notification that the company has passed the necessary resolution and begun liquidation. Under the Companies Ordinance (Cap. 622), the company must file this form within 15 days after the resolution for voluntary winding up is passed.
Form NW2 captures essential details: the company, the resolution passed, and the appointed liquidator. It is a critical step in both members' and creditors' voluntary liquidation, though the requirements differ depending on the type of winding up.
Information Required on Form NW2
The form requires the following particulars about the company and the liquidation:
- The company's name and its company registration number
- The date of the resolution for voluntary winding up
- The type of resolution passed (ordinary, special, or extraordinary)
- Whether the winding up is a members' voluntary liquidation or a creditors' voluntary liquidation
- The name, address, and capacity of the liquidator appointed
- The date of the liquidator's appointment
- The signature of the liquidator or, in certain cases, the company secretary or a director
The liquidator must ensure all fields are completed accurately. Errors or omissions will cause the Companies Registry to reject the filing, delaying the formal commencement of the winding up.
Hong Kong Voluntary Winding up Statement: Members' vs Creditors' Voluntary Liquidation
The Hong Kong voluntary winding up statement on Form NW2 must indicate which type of liquidation the company has entered. The distinction matters because the filing requirements and accompanying documents differ.
In a members' voluntary liquidation, directors must first make a declaration of solvency. This declaration, typically made on Form NW1 (Certificate of Solvency), states the company will be able to pay its debts in full within 12 months from the commencement of the winding up. Members then pass a special resolution to wind up the company. The liquidator appointed is usually nominated by the members.
In a creditors' voluntary liquidation, directors do not make a solvency declaration. The company calls a meeting of creditors, who may appoint their own liquidator. Form NW2 still records the resolution, but the liquidator's appointment may be subject to confirmation by the creditors.
Form NW2 Filing Guide Companies Registry
The Form NW2 filing guide Companies Registry outlines the procedural steps for submission. The company must file the completed Form NW2 with the Companies Registry within 15 days after the resolution is passed. Filing can be done through two channels:
- Electronic filing via the Companies Registry's e-Services portal at https://www.eregistry.gov.hk/. This is the faster method and allows for immediate confirmation of receipt.
- Paper filing by delivering the form to the Companies Registry's office. The form must be signed and dated by the liquidator.
The registration fee for filing Form NW2 is HK$105 if delivered on time. Late delivery attracts a higher registration fee: HK$870 if filed more than 15 days but within 3 months, HK$1,740 for 3 to 6 months, HK$2,610 for 6 to 9 months, and HK$3,480 for more than 9 months.
The Companies Registry will issue a certificate of commencement of winding up upon acceptance of the form. This certificate confirms the legal start date of the liquidation.
Members Voluntary Liquidation Declaration
The members voluntary liquidation declaration is a prerequisite for a members' voluntary winding up. Before members can pass the resolution, directors must make a declaration of solvency. This declaration must be made within the five weeks immediately preceding the date of the resolution.
The declaration must state that the directors have made a full inquiry into the company's affairs and that, in their opinion, the company will be able to pay its debts in full within 12 months from the commencement of the winding up. It must be accompanied by a statement of the company's assets and liabilities as at the latest practicable date before the declaration.
If directors make the declaration without reasonable grounds, they may be liable to a fine or imprisonment under the Companies Ordinance. The declaration is filed with the Companies Registry separately from Form NW2, typically using Form NW1.
Winding up Resolution Hong Kong
The winding up resolution Hong Kong is the formal decision by the company's members to place the company into voluntary liquidation. The type of resolution required depends on the company's articles of association and the circumstances:
- Special resolution: Required for a members' voluntary liquidation. This requires at least 75% of the votes cast by members entitled to vote.
- Ordinary resolution: May be used if the company's articles permit it, but a special resolution is more common.
- Extraordinary resolution: Used in certain cases, such as when the company cannot pay its debts.
The resolution must be passed at a general meeting of the members. The company must give proper notice of the meeting and the proposed resolution. The resolution must be recorded in the minutes of the meeting and filed with the Companies Registry using Form NW2.
Procedure for Filing Form NW2
The procedure for filing Form NW2 involves several steps:
- Pass the resolution: Hold the general meeting and pass the resolution for voluntary winding up.
- Appoint the liquidator: The members or creditors appoint a liquidator. The liquidator must consent to act.
- Complete Form NW2: Fill in the company's details, the resolution date, the type of liquidation, and the liquidator's particulars.
- Sign the form: The liquidator must sign the form. If the liquidator is not yet appointed, the company secretary or a director may sign.
- File with the Companies Registry: Submit the form within 15 days of the resolution. Use the e-Services portal for electronic filing or deliver the paper form to the Registry.
- Pay the fee: The registration fee is HK$105 if filed on time.
- Receive the certificate: The Registry will issue a certificate of commencement of winding up.
After filing, the company must also publish a notice of the winding up in the Hong Kong Government Gazette within 14 days of the resolution. The liquidator must then proceed with the liquidation, including realising assets, paying creditors, and distributing any surplus to members.
Supporting Documents and Compliance
The liquidator should retain copies of the resolution, the declaration of solvency (if applicable), and the Form NW2 filing receipt. These documents form part of the company's records and may be required by the Companies Registry or the Inland Revenue Department during the liquidation process.
The company must also notify the Inland Revenue Department of the winding up. The liquidator must file a final profits tax return (BIR51) for the company and settle any outstanding tax liabilities before the company can be dissolved.
Where to Find Form NW2
The Companies Registry maintains the official version of Form NW2 on its specified forms index at https://www.cr.gov.hk/en/forms/specified.htm. Always download the current version from this source, as the Registry revises forms periodically. Using an outdated version may result in rejection.
The e-Services portal at https://www.eregistry.gov.hk/ also provides the form for electronic filing. The portal guides the user through the required fields and calculates the fee automatically.
How to fill out Form NW2
Page one of the official form. Every field named below appears on it in the same order.
商業登記號碼 Business Registration Number
Enter the company's Business Registration number exactly as it appears on the Business Registration certificate.
1 公司名稱 Company Name
Enter the full company name as shown on the Certificate of Incorporation.
2 清盤陳述書 Winding-Up Statement
This section contains three mutually exclusive options (A, B, or C). Tick only one box.
A. Tick this box if the sole director, or a majority/all directors, have passed a board resolution covering all three sub-points (i), (ii) and (iii). The resolution must state that the company cannot continue its business due to liabilities; that winding up under section 228A is necessary and not reasonably practicable under another section; and that meetings of the company and creditors will be held within 28 days after delivering this statement to the Registrar. Strike out "a majority of the directors" or "all the directors" as appropriate.
B. Tick this box if the directors have already summoned a company meeting. Fill in the date (DD/MM/YYYY) and time (hour and minute, tick a.m. or p.m.) of that meeting.
C. Tick this box if a provisional liquidator has been appointed, with the appointment to take effect from the commencement of winding up. Then complete the "Particulars of Provisional Liquidator" fields below.
Particulars of Provisional Liquidator (Section 2C)
Tick the status box: Sole, Joint, or Joint & Several. Enter the liquidator's Chinese name (if any) and English name (surname first, then other names). Provide the full address - post office boxes are not accepted. Include flat/floor/block, building, street/estate/lot/village, district/city/province/state/postal code, and country/region.
If more than one provisional liquidator is appointed, use the Continuation Sheet (page 4 of the form) for each additional liquidator. On page 2, state the number of continuation sheets included.
3 支持本清盤陳述書第2A(ii)項所提及的意見的理由 Reason(s) in Support of the Consideration Mentioned in Section 2A(ii)
A. State the reason(s) why the directors consider it necessary that the company be wound up.
B. State the reason(s) why it is not reasonably practicable to commence winding up under another section of the Ordinance, and why section 228A should be used instead.
These reasons must support the resolution ticked in section 2A(ii). Be specific and factual.
簽署 Signed
The form must be signed by a director of the company. Enter the director's name and the date of signing (DD/MM/YYYY). The signature must be an original wet signature - electronic signatures are not accepted for this form.
Download the current form - always file the version on the issuing authority's site, not a copy.
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