Application of deregistration needs to fulfill the following conditions:
all the members of the company agree to the deregistration;
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;
the company has no outstanding liabilities;
the company is not a party to any legal proceedings;
the company’s assets do not consist of any immovable property situate in Hong Kong;
if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong; and
the company has obtained a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue.
An application for deregistration should be delivered to the Registrar of Companies, within 3 months from the date of issue of the Notice of No Objection, together with the required fee and the Notice of No Objection.
Difference between deregistration, striking off and winding up？
All of them will result in the dissolution of a company.
Winding up is the process of settling the accounts and liquidating the assets of a company for the purpose of making distribution of the net assets to members and dissolving the company. The procedures are laid down in Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
A defunct solvent company which meets the required conditions may be dissolved by applying for deregistration under section 750 of the Companies Ordinance. Deregistration is a relatively simple, inexpensive and quick procedure for dissolving defunct solvent companies.
As for striking off, the Registrar of Companies may strike the name of a company off the Companies Register under Division 1 of Part 15 of the Companies Ordinance where the Registrar has reasonable cause to believe that the company is not in operation or carrying on business. The company shall be dissolved when its name is struck off the Companies Register. Striking off is a statutory power conferred on the Registrar, a company cannot apply for striking off.
How to handle Company's assets prior to application of deregistration?
The company will be dissolved on deregistration and, upon dissolution, all the company’s property, if any, is vested in the Government of the Hong Kong Special Administrative Region as bona vacantia.
To comply with the conditions for deregistration, you are advised to seek professional advice from
展群CK ® to ensure proper disposal of the company’s property (including credit balances in the company’s bank accounts, motor vehicle, landed property, etc.) before making an application for the deregistration of the company.
What documents are required to apply for deregistration?
Within 3 months from the date of issue of the Notice of No Objection
Application form for Deregistration
the Notice of No Objection issued by the Inland Revenue Department
Settle all outstanding tax payables (including profits tax, property tax, stamp duty, business registration fee and relevant penalties)
Submission of all tx returns
Reply all enquiries letters issued by the Inland Revenue Department (Including normal enquiry and tax investigation cases )
Complete all objection or appeal cases
For further information, please contact 展群CK ®:
a. Phone at (852) 3502 7392
b. Whatsapp at (852) 5227 9242
c. Email at email@example.com