What should I note before deregistering a Hong Kong company? Can I reinstate my deregistered company?

What should I note before deregistering a Hong Kong company? Can I reinstate my deregistered company?

If a company has chosen to cease operations or has ceased to operate due to capital difficulties or other internal problems, but is still solvent, it is usually necessary to deregister by law to wind up the business in Hong Kong. If it is difficult to continue your business, you may have questions about the process, specifically what documents are required for deregistration? How long does it take to complete the process? The answers to all these questions can be found in this article.

What is deregistration of a company?
In Hong Kong, the Companies Registry offers the option of “deregistration”, which simply means the legal dissolution of a solvent private company or company limited by guarantee that is no longer in operation.

It is a quick and easy process and if you do not choose to deregister your company, the responsible person may be liable for the company’s annual return, its related fees, tax returns and business registration fees for each year.

What should I do with my company’s property after deregistration?
Under the Companies Ordinance, all companies are dissolved upon deregistration. Therefore, once a company is dissolved, all its property (if any) will be deemed to be unclaimed and vested in the Government of the Hong Kong Special Administrative Region. To re-vest the property in the company, or to apply to the Court of First Instance to have the company restored to the Companies Register.

Therefore, before applying for deregistration of a company, the applicant should seek professional advice to meet the conditions for deregistration and to ensure that the company’s property (including bank account balances, vehicles, property, etc.) is properly disposed of.

Annual returns must still be delivered before deregistration ?
Prior to the deregistration and dissolution of a company, the company is still required to comply with its statutory obligations under the Companies Ordinance, including the delivery of an annual return, a notice of change of address of the registered office and the registration of a notice of change of company secretary and directors and their particulars.

Can a deregistered company be reinstated?
Under section 765(2) of the Companies Ordinance, an application may be made to the Court of First Instance for the restoration of a company that has been deregistered. To be eligible for “administrative restoration”, the company must have been struck off and dissolved by the Companies Registry. The application must be made to the court within 20 years of the date of dissolution. Once the court has received the required application documents, it normally takes about two months to reinstate a deregistered company.

The requirements for the administrative restoration of a company’s registration are as follows.

The company was in operation or carrying on business at the time the name of the company was struck off the register of companies.
If the company has any immovable property in Hong Kong which has been vested in the Government as “unclaimed property”, the Government has confirmed that it has no objection to the restoration of the company’s registration.

Applicants are required to submit all up-to-date company records to the Companies Registry.
The above information is for reference only. If you have any questions or enquiries about tax returns (personal tax returns, corporate tax returns, accountant tax returns), you are welcome to contact our professional advisors and we will provide you with a free quotation and consultation service in due course.

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