All you need to know about De-registration of a Hong Kong Limited Company

De-registration of a company is not a situation to expect but it’s always good to prepare for. Herein this blog, we will take you through the requirements, process and what you can expect when you are de-registering the company with the help with Centre O.

With our experience, clients tend to dissolve their companies due to be 3 main reasons below:

• Corporate restructuring of the association the company belongs to;
• Non-compliance with the statutory obligations;
• Falling out between shareholders of the business;
• Poor performance of the business due to change of trend or market;
• The business has been dormant;
• The business has never commenced business.

The process can take from 8 months or more, depending on the below:

• The company is no longer operating or conducting business.
• The company has no debts or liabilities.
• The company no longer has any assets.
• The company is still in good standing with no outstanding at the Inland Revenue Department or the Company Registry Department.

What about the Annual Returns and Business Registrations?

A company is required to file Annual Returns and observe its obligations under the Companies Ordinance until it has been dissolved. Failure to do so will make the company liable to prosecution.

Business Registration must also be valid until the Inland Revenue Department issue the “Notice of No objection”.  Meanwhile, if there were Profit Tax Return forms, Employer’s return forms or IRD forms issued, the company must respond or file back to IRD.

What if there are changes on address of director/ shareholder or even registered office address?

If your address changes after applying for deregistration, you should notify the Centre O, your company secretary via email.

So, what are the conditions and requirements for de-registration?

The company must meet the following conditions before making an application for deregistration:

(a) All the members of the company agree to the deregistration;

(b) The company does not intend to resume operations

(c) The company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;

(d) The company still maintains its Hong Kong registered office address to receive letters from IRD and Company Registry.

(e) The company still maintains its Company Secretary to follow up and file the related documents according to the de-registration procedure.

(f) The company has no outstanding liabilities;

(g) The company has disposed of all landed property, securities and trading stock

(h) The company is not a party to any legal proceedings;

(i) The company’s assets do not consist of any immovable property situate in Hong Kong:

(j) If the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong;

(k) The company has no unsettled objections or appeals regarding the de-registration

(l) There are no unanswered enquiries from the Inland Revenue department

(m) The company has obtained a “Notice of No Objection to a company being Deregistered (“Notice of No Objection”) from the Commissioner of Inland Revenue.

(n) The company bank account(s) and payment gateway(s) must be closed before de-registration process is complete.

Any of the de-registration applications must make declarations that convince the Inland Revenue department regarding the above. Misleading information would make the director/ shareholder liable to a fine and/ or imprisonment.

You may also want to read: Have You Got A Secretary To Look After Your Hong Kong Company?