What You Need to Know to Deregister Your Hong Kong Company

It is not a situation to expect but is always good to prepare for.

Has your company in Hong Kong come to a standstill? Your company has not conducted business or brought in any revenue for some time and you wish to deregister it. This is part and parcel of an entrepreneur’s journey.

There is an order to close a business in Hong Kong. It could take up to half a year to complete. The costs depend on how the company is being closed as well. If you are considering to deregister and need help with the process, our friendly corporate secretaries in Hong Kong can give you a hand. This article will also give you a brief guide for you to know what to expect in the process.

What you will learn:

What is deregistration?

Deregistration is to dissolve a defunct private company where the company is no longer operating or conducting any business, and has no debts or liabilities. Deregistration happens when a company applies to be dissolved to the Registrar of Companies, when it is no longer functioning, and is solvent, that is, it has more assets than liabilities, and it is not in debt.

You may also hear of companies being striked off in Hong Kong. This happens when the Registrar of Companies believes that the company is not in operation or carrying on any business. Once the company name is struck off the Companies Register, it is dissolved. This process is a statutory power given by the Registrar. A company cannot make an application to strike itself off.  

In short, the deregistration process starts with the company’s application to deregister, whereas striking off is done by the Registrar of Companies.

Why or when do I deregister my Hong Kong company?

The common reasons to close a company that you might want to consider include:

• Corporate restructuring of the association the company belongs to

• Non-compliance with statutory obligations

• Falling out between shareholders of the business

Other common reasons include the inability to pay debts of the company, the company is no longer profitable leading to a failure to carry on with any business activities.

What kind of companies can deregister?

Only local private companies, or a company limited by guarantee in Hong Kong will be able to apply for deregistration.

How do I deregister my company in Hong Kong?

Your company would need to apply officially to the Companies Registry. They will then proceed to strike off your company name from the Register of Companies once the application has been received.

What are the requirements to deregister?

Limited companies which have been incorporated in Hong Kong must meet the following requirements, or make the following declarations to qualify for deregistration:

1. All company members must consent to deregister the company.

2. The company has ceased business for more than 3 months before the filing of an application for deregistration

3. The company does not intend to resume operations

4. The company has disposed of all landed property, securities and trading stock

5. The company has no outstanding liabilities

6. All annual returns have been filed by the company

7. The company has no outstanding obligations under the Inland Revenue Ordinance

8. There are no unsettled objections or appeals regarding the deregistration

9. There are no unanswered enquiries from the Inland Revenue Department

10. There are no legal cases against the company, or be involved with any legal proceedings.

11. The company’s assets do not consist of any immovable property in Hong Kong

12. If the company is a holding company, none of its subsidiary's assets consist of any immovable property in Hong Kong; and

13. The company has obtained a "Notice of No Objection to a Company being Deregistered" (also referred to as “Notice of No Objection") from the Commissioner of Inland Revenue.

An applicant must make declarations that convince the Inland Revenue department regarding the above. Misleading information (knowingly or otherwise) would make the person liable to a fine and/or imprisonment.

Seek the help of professionals to start the process of striking off your company. The process can get technical and affect your company’s property. Our friendly corporate secretaries can sort out any questions and worries you may have until your company is successfully deregistered.

Which company members can file for deregistration?

Deregistration of application can be applied by either:

• the director of the company or
• the shareholder of the company

What do I have to prepare to deregister my Hong Kong company?

When you apply for deregistration, you must have the following documents in place.

1. Copy of current business registration certificate

2. Copy of latest annual returns

3. Copy of any filings conducted after the date of your latest annual returns

There might also be other documents requested by the Registrar. Check in with our experienced corporate secretaries for a smoother process on this.

In addition, you should make sure that you have closed your corporate bank account. Any assets that remain after a company is deregistered, will automatically become the property of the Hong Kong government. So, be sure to close your corporate bank accounts before you begin the application process.

So, what’s the process to deregister my company in Hong Kong?

It takes 2 steps to deregister your company.

Step 1: Obtain a Notice of No Objection issued by the Inland Revenue Commissioner

In order to apply for a “Notice of No Objection to a Company being Deregistered”, you need to fill in the Form IR1263 which can be downloaded from the website of the Inland Revenue Department.

Then, submit the form together with a non-refundable fee of HK$270 payable to "The Government of the Hong Kong Special Administrative Region" of the Inland Revenue Department.

Step 2: Deliver documents to the Companies Registry

After the receipt of the Notice of No Objection, you are required to send below documents to the Companies Registry:

·   The original copy (hard copy, or certified copy if via electronic delivery) of the “Notice of No Objection”;

·   A completed Form NDR1, plus a required fee of HK$420 which is non-refundable in any cases;

·   Additional information may be required like, last profits tax return. In this case, you might need to undertake an audit of the financial statements of your company.

How long does it take to deregister my company?

It can take about 5 months. Until your company name is officially striked off, the company would still need to file Annual Returns.

What if there aren't any changes within the 5 months?

It’s just human to change your minds. Here’s what you can do when your company has any changes while in the process of deregistration.

Change in Company Registered Address

Should you happen to change your company’s registered address after applying for deregistration, you do need to notify the Companies Registry via mail. Deliver the information via this Form NR1 to the registry.

Change in Directors’ Address

If the address of the directors’ have changed, you would need to use form ND2B and notify the registry of the changes.

Changed your mind to deregister the company

If you’ve changed your mind, you need to lodge an application with the Court of First Instance to restore the company pursuant to section 765(2) of the Companies Ordinance.

Any company which has been dissolved though deregistration or winding up will not be able to apply for administrative restoration.

If you need help to tackle this task, our corporate secretaries can assist you at any time of the day and week.

Can I restore a company after deregistration?

You can restore a company back to the Companies Registry but it is a very very long and hectic process. Do seek legal or other professional advice regarding this application procedure, and definitely ask our corporate secretaries about this. We’ll break it down for you as simply as we can here.

For a dissolved local company, an application must be made within 20 years after the date of the dissolution to the Court of First Instance. For a non-Hong Kong company, an application must be made within 6 years after the date of the striking off. Once the company has obtained a court order and provided that the documents delivered are in order, it will normally take about 2 months to restore a deregistered company.

The persons who can apply to the Registrar of Companies for administrative restoration are:

• for a dissolved local company, a person who was a director or member of the company; and
• for a non-Hong Kong company, a person who is a director or member of the company.

The Registrar will usually require the production of the written authorizations of the members of the company for making the application.

The conditions for administrative restoration are:

for a dissolved local company

• the company was in operation or carrying on business at the time its name was struck off the Companies Register;
• if the company has any immovable property situated in Hong Kong which has become vested in the Government as bona vacantia, the Government has no objection to the restoration;
• the applicant must bring up to date the records of the company kept by the Registrar of Companies; and
• the Government’s costs, expenses and liabilities in dealing with the property or right during the period of dissolution, or in connection with the proceedings on the application, have been paid or reimbursed by the applicant.

for a non-Hong Kong company

• the company had a place of business in Hong Kong at the time of the application and at any time within the period of 6 months before its name was struck off the Companies Register; and
• the applicant must bring up to date the records of the company kept by the Registrar of Companies; and
• The Registrar of Companies may also impose any other conditions as the Registrar thinks fit.

Think long and hard before you proceed to apply for deregistration of your company. It’s good to tie up all loose ends, but to do it neatly, consider talking to our experienced corporate secretaries for help. East river also provides accounting services online.