Striking off and de-registration of a company in Hong Kong

4 minute read

Do you plan to deregister your limited company in Hong Kong? It is a hard decision, but if you have decided to call quits, you ought to follow the right procedure to close your business. To start with, it is important to file for de-registration.

Do not stop filing annual return before the business is deregistered. As long as you are registered as a limited liability company, you ought to keep up to date with filing. Start with notifying the Hong Kong Company Registry regarding your decision and file appropriate forms to properly close down.

How To deregister your Hong Kong company

Now that you have finally decided to close up shop in Hong Kong, the first step is to file for de-registration. However, it is critically important to ensure that your business does not have a liability or debt. According to the Ordinance, the firm must be declared solvent before you could file for de-registration.

The process of de-registration is straight forward, though it requires you to complete a few orderly steps. Any Hong Kong business that plans to get de-registered must meet the following conditions:

• It should be a defunct solvent company.
• There should be no outstanding debts or liabilities.
• The company should have a clean image with no involvement in any legal procedures.
• No business operations have taken place for three months before the filing of application for de-registration.
• Consent of every member on the issue of de-registration of the company.
• No immovable property assets in Hong Kong.
• Receipt of the “Notice of No Objection” from the commissioner of Inland Revenue Department.
• Receipt of the “Notice of No Objection” from the commissioner of Inland Revenue Department.
• There are no legal cases against the company nor is it involved in any legal proceedings.

Once you receive the no objection notice, the next step is to submit all necessary forms for de-registration along with fee to the Registrar.

The process of deregistration of a company in Hong Kong is taken forward by the Companies Registry after evaluating the documentation. It issues the Letter of Approval within five working days. A notice of deregistration is then published in the Gazette of Hong Kong.

If the Registrar does not receive any “no objection” notices within three months of the Gazette notice, it will proceed with the de-registration process. The Registrar issues a final notice regarding de-registration in the Gazette while notifying the nominated person of the approval. Thereafter, the firm is dissolved and the firm’s assets are deemed bona vacantia. The whole process should take no more than five months.

The proper disposal of assets is critically important before you proceed with the de-registration application. Additionally, you must inform the Business Registration Office within one month about the date the business was discontinued. Only then you can submit a request for the cancellation of Business Registration.

Learn more about our dormant company services

Other important considerations

It is important to consider other important points before submitting a request to de-register the company in Hong Kong:

• File any Returns that are still outstanding. You must follow its duties as laid down by the Companies Ordinance for long as your company is operational. This should continue until the company is dissolved.
• Complete the filing of returns as per the Companies Ordinance prior to submitting your application for deregistration. Failure to do this would result in prosecution.
• Complete the formalities with regard to the business Registration fee until the firm has been fully dissolved.
• Get a Notice of No Objection from the Inland Revenue Department.
• Notify the Business Registration Office about de-registration within 1 month of the date of cessation. Failure to submit notifications could result in a penalty of $5,000 and imprisonment for 1 year.
• Close your bank and credit card that bear the company name.
• Withdraw cash from the credit card. The process of closure of the card should start at least a few months before de-registration starts.

Steps to restore a company after deregistration

Submit an application regarding restoration of the company if you change your mind to deregister after your application has been approved. The application must be submitted to the Court of First Instance as per 765 (2) section of the Ordinance. You may contact the IRD for any legal assistance in the matter.

Inform the Companies Registry about any change in address of your business. Drop a letter to the Registry in this regard to facilitate future communication. If the registered office address is changed, fill out Form ND2B to inform the government about the same.

Alternatives to de-registration

There are other alternatives to de-registering your firm. You could file as a dormant company.

By choosing to put it on ice, you can safeguard your firm’s name and keep the ownership of assets along with other business contracts. If you choose to do so, nobody can set up a company in the same name. Claiming dormant status is a good alternative if you are not entirely sure that you’d like to cease operations.
However, it is important to ensure that you’re not operating the business or conducting any operations during the time the company is dormant. This means that there should be no cash transactions involving the company.

When you are ready to resume the business, you could easily do so.

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