Guide to Deregistering a Company in Hong Kong

Introduction

Navigating the process of deregistering a company in Hong Kong involves understanding a variety of legal steps under the Companies Ordinance (Cap. 622). This detailed guide provides a thorough overview of the deregistration process, including eligibility, necessary preparations, procedural steps, and the distinction between deregistration and winding up.

De-registration of Hong Kong company

Eligibility for Deregistering a Company in Hong Kong 

A Hong Kong private company can apply for deregistration if it meets the following criteria:

• Unanimous agreement from all company members,

• The company has either never commenced business or has ceased operations for more than three months,

• No outstanding liabilities,

• Not involved in any legal proceedings,

• Does not own any immovable property in Hong Kong,

• If a holding company, its subsidiaries must not hold any immovable property in Hong Kong,

• A "no objection" notice has been obtained from the Inland Revenue Department.

Pre-Deregistration Responsibilities 

Before initiating the deregistration process, there are several key areas that require attention to ensure compliance and facilitate a smooth closure:

1. Annual Returns: All outstanding annual returns must be filed with the Companies Registry up until the company is dissolved, as stipulated by the Companies Ordinance.

2. Settling Tax Liabilities: The company must settle all its tax liabilities and present final accounts using Form IR1263 to the Commissioner of Inland Revenue, demonstrating no outstanding debts.

3. Business Registration Fees: Address any outstanding business registration fees and levies. If the deregistration process has begun and a Business Registration demand note is received, it is essential to contact the Business Registration Office promptly.

4. Notification of Deregistration: Officially notify the Business Registration Office of the company’s deregistration at least one month before the process begins.

5. Bank Accounts and Credit Cards: Ensure that all company bank accounts are closed and credit cards cancelled to prevent future financial liabilities.

6. Disposal of Assets: Properly dispose of all company assets, such as land and vehicles, to avoid them becoming bona vacantia, or government property, upon dissolution.

Deregistration Process 

The deregistration process involves several steps:

1. Documentation and Submission: Submit Form NDR1 along with the "Notice of No Objection" from the Inland Revenue Department and any additional documents requested by the Companies Registry.

2. Gazette Notification: The Registrar will publish an initial notice in the Gazette. If there are no objections within three months, a final notice will be published to officially deregister the company.

3. Final Dissolution: Upon publication of the final notice in the Gazette, the company is considered dissolved. All remaining assets of the company will become bona vacantia.

Winding Up Alternatives 

Winding up is another method for dissolving a company and can be voluntary or compulsory. It involves:

• Members’ Voluntary Winding Up: Initiated by shareholders if the company is solvent and can pay its debts within 12 months.

• Creditors’ Voluntary Winding Up: Occurs when the company is insolvent and cannot pay its debts.

• Compulsory Winding Up: Initiated by a court order under specific circumstances, such as inability to pay debts over HKD 10,000.

Conclusion

Deregistering a company in Hong Kong requires careful planning and adherence to legal requirements. This guide aims to help business owners understand the necessary steps and legal implications of the deregistration process. For complex situations, it is advisable to seek the assistance of professional advisors to ensure that all legal obligations are met and the process is handled efficiently.

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