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 its business in Hong Kong. If it is difficult for your business to continue, you may have questions about the process. How long does it take to complete the process? The answers to all these questions can be found in this article.
Who can apply for deregistration of a company?
A private company, a company limited by guarantee, or any director or member of such a company may submit an application for deregistration. Except for a company specified in section 749 of the Companies Ordinance or a company registered under Part 16 of the Companies Ordinance.
What are the circumstances under which an application for deregistration can be made?
Under the Companies Ordinance, an application for deregistration can be made if the following conditions are met
all members of the company consent to the deregistration
the company has not commenced business or carried on business, or has not carried on business or carried on business for a period of 3 months immediately preceding the application
the company has no outstanding debts
the company is not a party to any legal proceedings
the assets of the company do not comprise immovable property situated in Hong Kong.
(where the company is a holding company) the assets of all the subsidiaries of the company do not comprise immovable property situated in Hong Kong; and
the company has obtained a Notice of No Objection to Deregistration of Companies (No Objection Notice) from the Commissioner of Inland Revenue.
What documents are required to be submitted for deregistration application?
Applicants who wish to apply for deregistration of their company can deliver the following documents electronically through the Companies Registry’s e-service “Easy Registration” website within 3 months from the issue of the Notice of No Objection, or in person at the Collection Office on 14/F, Queensway Government Offices in hard copy form.
Completed Form NDR1, together with a fee of HK$420 (this fee will not be refunded); and
a Notice of No Objection from the Commissioner of Inland Revenue.
(Note: The Notice of No Objection delivered in hard copy form must be the original and the Notice of No Objection delivered in electronic form must be a copy certified by the applicant, a director or the company secretary).
Applicants may also be required to provide any further information requested by the Registrar of Companies.
How do I obtain a “Notice of No Objection”?
The application form IR1263 can be downloaded from the IRD website or obtained from the ground floor of the Tax Centre, 5 Kai Tak Co-ordination Road, Kowloon, Hong Kong.
How long does it take to deregister?
Generally speaking, the deregistration process takes about 5 months. The Registrar of Companies will publish a notice of proposed deregistration of the company in the Gazette. If no objection to the deregistration of the company is received by the Registrar within 3 months after the publication of the Gazette notice, another notice will be published in the Gazette declaring the deregistration of the company on the date of publication of the other notice and the company will be dissolved. The applicant or the person named in the application will be notified when the company is deregistered.
The above information is for reference only. If you have any queries or information on 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.