What is the procedure for deregistration of a limited company? What are the conditions for applying for deregistration?

What is the procedure for deregistration of a limited company? What are the conditions for applying for deregistration?

If the limited company is determined to be closed, in addition to canceling the business registration certificate, it is necessary to apply to the Companies Registry for deregistration. There are certain conditions involved. When making an application for revocation, we recommend that you seek professional advice to ensure the company’s property (including Bank account balances, vehicles and properties, etc.) are properly disposed of. In this article, the procedures for deregistration of a limited company will be introduced:

Can any company apply for deregistration?

First, not any company can apply for deregistration.

According to the Companies Ordinance, only the directors or members of private companies and companies limited by guarantee registered in Hong Kong can apply for deregistration, excluding companies specified in Section 749(2) of the Companies Ordinance.

If applying for deregistration, the company must meet certain conditions, including proof that the company is “defunct but solvent” and “completed its tax obligations” as detailed in the next paragraph, and has obtained a “No Objection Notice” issued by the Inland Revenue Department .

Furthermore, when the company closes, the employer also has related responsibilities such as cancellation of business registration, and payment of back wages and dismissal compensation to employees.

Conditions for applying for deregistration

De-registration with the Companies Registry is a simpler and cheaper procedure than dissolving a company through winding-up. How to prove the company’s ability to pay its debts when it is not in operation? The company must meet the following conditions:

• All members of the company agree to deregister;

• the company has not yet commenced operation or business, or has not operated or carried on business in the 3 months immediately preceding the application;

• the company has no outstanding debts;

• the company is not a party to any legal process;

• The company’s assets do not include immovable property located in Hong Kong;

• (if the company is a holding company) the assets of all subsidiaries of the company do not include immovable property located in Hong Kong; and

• The company has obtained a “Notice of No Objection to Deregistration of the Company” (“Notice of No Objection”) from the Commissioner of Inland Revenue.

If you are interested in learning more, please refer to the “Company Deregistration (pdf format) booklet” of the Companies Registry.

Limited company deregistration procedure

The cancellation process of a limited company is mainly divided into two steps, “Application for a Notice of No Objection” and “Delivery of Documents”:

Application for a Notice of No Objection

The company can complete the application form IR1263 to apply to the Commissioner of Inland Revenue for a “Notice of No Objection to Deregistration of the Company” (“Notice of No Objection”). In addition to downloading from the Inland Revenue Department’s website, you can obtain it in person at the Inland Revenue Department in Wanchai, Hong Kong.

Delivery document

Deliver the following documents in electronic form through the e-Registry or in hard copy at the Shroff Counter, 14/F, Queensway Government Offices within 3 months from the date of the Notice of No Objection:

• Form NDR1 – Application for Deregistration of Private Company or Company Limited by Guarantee, together with a fee of HK$420 (this fee will not be refunded); and

• Notice of No Objection – A Notice of No Objection delivered in hard copy form must be the original and a Notice of No Objection delivered in electronic form must be a certified copy by the applicant, director or company secretary.

Generally, the Companies Registry will send a letter confirming the application for deregistration within 5 working days. The deregistration process takes about 5 months and the Registrar will publish the relevant notice in the gazette.

The above information is for reference only. If you have any questions about tax declaration and accounting, we welcome your inquiries.