DEREGISTRATION OF HONG KONG COMPANY

Deregistration of a Hong Kong Company is the process of removing a company from the official register maintained by the Companies Registry in Hong Kong. This means that the company is dissolved and no longer exists as a legal entity.

Some of the main reasons leading to deregistration include the following. 

• The company is no longer needed or has served its purpose.
• The company’s shareholders have decided to dissolve the company voluntarily. 
• The company has not carried out any significant transactions or activities for a prolonged period and has no assets or liabilities.
• The company has been dissolved or wound up and has settled all debts and liabilities.
• The company is facing legal action or investigations by regulatory bodies.

Winding up is another method for dissolving a company. It involves appointing a liquidator who is responsible for setting the company’s obligations, liquidating assets, and distributing the net assets to shareholders, ensuring that the company is dissolved. This process is more complex and can take more time and money than deregistration.

Striking off is a method in which the company’s name is removed from the Companies Register by the Registrar of Companies. This occurs when a company is no longer operating or conducting business. The company cannot file a strike-off application on its own, and it will be dissolved once its name is removed from the register. It’s less common than deregistration and winding up because it can only be done by the Registrar and not by the company.

It’s advisable to consult a professional firm such as Relin Consultants or the Companies Registry to understand the process and consequences of each method and determine the best course of action for your company.

WHAT TYPES OF COMPANIES MAY APPLY FOR DEREGISTER COMPANY IN HK?

Companies that are eligible for deregistration in Hong Kong include private companies and companies limited by guarantee that are dormant, solvent, and have no outstanding liabilities.

These are companies that have not carried out any significant transactions or activities for a prolonged period and have no assets or liabilities. 

However, certain types of companies are not entitled to apply for deregistration, including public companies, banks, insurance companies, trust companies, and their holding companies during the five years immediately before the deregistration application is made. 

Registered non-Hong Kong companies under Part 16 of the Companies Ordinance are not eligible to apply. 

A private company must be a defunct and solvent company, meaning it is no longer operating and has no debts or liabilities. 

Companies that fall under any of the 8 categories listed in section 749 (2) of the Companies Ordinance are not eligible for deregistration. These categories include authorized institutions, insurers, regulated corporations, approved trustees, and companies with subsidiaries in these categories. 

Companies that fall under these categories at any time during the five years immediately before the application for deregistration is made are also not eligible to apply.

STEPS TO DEREGISTER YOUR COMPANY IN HONG KONG

Step 1: Clear all assets and liabilities of the company

• Cease the holding relationship with other companies if the company is a holding company.
• Dispose of any assets such as stock, machines, motor vehicles, land, and property.
• Clear the balances in bank accounts and close the accounts.
• Settle all outstanding debts or have them waived by creditors.

Step 2: Obtain a Notice of No Objection from the Commissioner of the Inland Revenue Department (IRD)

• Clear all outstanding tax issues, such as profits tax returns, business registration fees, and offshore claims.
• Pay all necessary taxes to the IRD.
• Prepare final accounts from the last set of audited financial statements up to the business cessation date and submit them to the IRD.
• To apply for a “Notice of No Objection,” you must complete a Notice of No Objection to a Company Being Deregistered (Form IR1263).

Step 3: Submit the application for deregistration to the Registrar of Companies

• Deliver the application, required fee, and Notice of No Objection to the Registrar of Companies within 3 months of receiving the Notice of No Objection.
• Receive an acknowledgment notice within 5 working days.
• Wait for the Registrar to publish a notice of proposed deregistration in the Gazette.
• To submit a completed application for deregistration of a Private Company or Company Limited by Guarantee (Form NDR1), as well as a mandatory payment of HK$420.

Step 4: Wait for the deregistration process

• If no objections are received within 3 months, the Registrar will deregister the company by publishing a second notice in the Gazette.
• The company will be dissolved on deregistration and the process takes about 5 months.
• You will receive a separate letter from the Registrar of Companies to inform you of the company’s deregistration.

Step 5: Notify other government departments and regulatory bodies

•  Notify the Inland Revenue Department and other relevant government departments of the company’s deregistration.
• Return any licenses and permits held by the company to the relevant government department or regulatory body.

WHY CHOOSE RELIN CONSULTANTS TO DEREGISTER A HONG KONG COMPANY?

Hiring a professional firm like Relin Consultants for the deregistration of your Hong Kong company can provide several benefits.

Expertise and knowledge: Relin Consultants has a team of experienced professionals who are well-versed in the Companies Ordinance and the deregistration process. They can provide accurate and up-to-date guidance and advice on all aspects of the deregistration process, ensuring compliance with all legal requirements.

Time-saving: Engaging Relin Consultants can save you time and effort by handling the entire deregistration process for you, from preparing the necessary documents to applying with the Companies Registry.

Cost-effective: Hiring Relin Consultants can help you avoid costly mistakes and ensure that the deregistration process is completed efficiently and effectively, saving you time and money.

Tailored service: Relin Consultants offers tailored service to meet the specific needs of each client. They will work closely with you to understand your unique circumstances and provide a customized solution that suits your needs.

One-stop service: Relin Consultants offers a one-stop service, which includes not only deregistration but also other related services such as accounting, auditing, and secretarial.