Deciding to strike off and deregister your Hong Kong company isn’t easy. There are many reasons why a company owner of a Hong Kong company might come to this decision, and if you decide to dismiss your business, you need to know all of the procedures you need to take.
The process for company deregistration in Hong Kong requires you to take some specific steps, and the first step is to file for deregistration.
How to Become Eligible for Company Deregistration in Hong Kong
It’s important to state that not all Hong Kong companies are eligible for deregistration. Private companies and companies limited by guarantee can present an application for deregistration.
Hong Kong companies that wish to deregister must meet certain conditions, including the following ones:
- The members of the Hong Kong company, including shareholders and directors, must agree with the company's deregistration.
- There can’t be any business operations within the company for three months before filing for deregistration. Companies that never started operations can also apply for deregistration.
- The Company should not have any outstanding debts or liabilities, including pending payments to suppliers, or employees, inside or outside Hong Kong.
- The Company can’t be involved in any legal procedures or have any legal cases against them.
- The Company should not own any immovable property in Hong Kong.
- The company needs to apply and obtain a “Notice of No Objection” from the Commissioner of the Inland Revenue Department in Hong Kong, described in more detail in the section below.
How to deregister your company
Once you meet all the above-mentioned criteria, you can apply for deregistration in Hong Kong in just two steps.
The first step to take under consideration for the application for deregistration is to obtain a “Notice of No Objection to a Company Being Deregistered” from the Commissioner of Inland Revenue.
To do this, you must go to the Inland Revenue Department website, download Form IR1263, and fill it out.
The application to obtain the "Notice of No Objection" can be done either by a director or the company can nominate another person to do the request, such as a company secretary, a solicitor, or an accountant.
Once the “Notice of No Objection" is granted, the company can proceed to the second step, which includes filling the below documents to the Registrar of Companies:
- The “Notice of No Objection"
- Form NDR1, "Application for Deregistration of Private Company or Company Limited by Guarantee," can be downloaded from the Companies Registry website.
After the authority evaluates your documentation and finds it is in order, they will issue the Letter of Approval within five working days.
Next, the Gazette of Hong Kong will publish a notice of deregistration. If, within three months, the Company Registry doesn’t receive any “no objection” notice, the deregistration process can proceed.
A final notice regarding deregistration will be published in the Gazette, and the nominated person will be notified of the approval. After this process, which can take up to 5 months, the company is dissolved, and all its assets are deemed bona vacantia.
It is important to note that according to the rules of the Companies Ordinance, the company must comply with all its obligations until it is completely deregistered.
Things you need to take care of before deregistration
Before you submit your deregistration request, make sure to:
- File all outstanding annual returns per the Companies Ordinance for as long as your company is operational up until it’s dissolved. The filing must be performed with the Companies Registry.
- The company should settle its tax liabilities before presenting Form IR1263 to the Commissioner Inland Revenue Department.
- Settle the Business Registration fees and levies and Branch Registration fees if applicable. If you commenced the deregistration procedure and received a Business Registration demand note, contact the Business Registration Office of the Commissioner of Inland Revenue Department.
- Send a notice about your company’s deregistration to the Business Registration Office within one month before the process is completed.
- Close the company’s bank account and cancel all credit cards.
- Properly dispose of all company property, such as land and motor vehicles.
The difference between striking off and deregistration
While both are methods used to dissolve companies in Hong Kong, there is a big difference between them.
Deregistration, as a recap, is a process that company owners go through when they want to dissolve their own company. It can be done very quickly and even though there are some requirements from a legal standpoint. This is a decision made by the shareholders of the Hong Kong company and could be based on operation, the exit of the market, etc.
On the other hand, striking off is a statutory power only the Registrar of Companies has. If a Hong Kong company is no longer conducting business, the Companies Registry will strike it off and dissolve it, making this process more out of the control of the Company.
Who can assist in the application for deregistration
If you need assistance in closing your company in Hong Kong, different service providers can help in the deregistration application process.
Professionals including company secretaries, certified public accountants, and solicitors can be involved and assist either in accomplishing the requirements for the company or performing the application for deregistration with the Companies Registry.
Reach out to your service provider to plan the deregistration procedure and close your company in Hong Kong in compliance. You can also visit our Company Secretary Review page and find the right service provider.
For further reference, you can consult Chapter 622 of the Companies Ordinance of the Laws of Hong Kong.