Strike Off Company or Deregistration Services in Hong Kong
In Hong Kong, a company can be dissolved through the deregistration, striking off or winding up of the company.
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What Is the Deregistration or Strike Off of a Hong Kong Company?
A deregistration of a Limited Company in Hong Kong takes place when a business no longer was to continue operations. That company must officially apply to cease operations with the Companies Registry. The Companies Registry will proceed to deregister the company from the Register of Companies once the application has been received.
The company deregistration process in Hong Kong can take up to 6 months for it to be completed. Until then, the company will still be required to file its Annual Returns until the deregistration has been made official. Only a local private company, or a company limited by guarantee in Hong Kong will be able to apply for deregistration.
Company Striking off or company strike off on the other hand, is a statutory power conferred on the Registrar. A company cannot apply for striking off or strike 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.
Requirements for the Deregistration of a Hong Kong Company
An applicant who wants to deregister a company must make certain declarations prior to that. If any person involved provides (either knowing or recklessly) false or misleading information to the Companies Register, they could be liable for a fine and imprisonment.
It is advisable to see out professional help to launch the company deregistration application process. This is because the process is technical, and it affects the company’s property too. Limited companies which have been incorporated in Hong Kong must meet the following requirements to qualify for deregistration:
- All members must agree to deregister the company
- The company has never commence operations or has ceased business for more than 3-months.
- The company does not intend to resume operations.
- The company has disposed of all landed property, securities and trading stock.
- The company has no outstanding liabilities.
- The company has no outstanding obligations under the Inland Revenue Ordinance.
- All annual returns have been filed by the company.
- There are no unsettled objections or appeals regarding the deregistration.
- There are no unanswered enquiries from the Inland Revenue Department.
The deregistration application can be filed by:
- The director of the company or
- The shareholder of the company
Documents Required for Hong Kong Company Deregistration
You will need to provide the following documents for your Hong Kong company deregistration:
- A copy for your latest annual returns.
- A copy of any filings conducted after the date of your latest annual returns.
- A copy of your current business registration certificate.
Hong Kong Company Deregistration Application Procedure
The process to deregister a Hong Kong company will involve the following steps:
- Conducting a client check to ensure no outstanding debts are available. If there are outstanding debts, these must be settled.
- Conducting a client to ensure trade deposits or utility deposits have been paid for. If they haven’t yet been paid, they must be done before the deregistration process can commence.
- Arrangements are made for the client to close the corporate bank account (if any).
- We help you prepare the necessary documents for your deregistration.
- An application will be submitted in writing to the Hong Kong Inland Revenue Department (IRD) for a Notice of No Objection for Deregistration of a Defunct Company. The Notice will only be issued if the company has no money owed to the Hong Kong government and no outstanding tax returns. It may take up to 4 weeks to receive the Notice.
- An application will be submitted in writing to the Hong Kong Companies Registry for the deregistration of the company. It may take up to six months after the filing has been completed for your company to be successfully deregistered.
It is important to ensure that the corporate bank account is closed before you begin the application process. All receivables and assets must be handled accordingly before filing the deregistration application. Once the company is deregistered, any assets which remain will property of the Hong Kong Government.
The IRD may also require your company to submit its last profits tax return when submitting the deregistration application. In this instance, an audit of the financial statements may need to be undertaken.
If at any time you have changed your address after launching your application, you must notify the Companies Registry of the chance via letter. If the address of the company’s registered office has been changed, you should deliver the information via Form NR1 to report the change. If it is the addresses of the directors who have changed, you must use form ND2B to report the changes.
If you change your mind about deregistering your company, you must lodge an application with the Court of First Instance for the restoration of the company pursuant to section 765(2) of the Companies Ordinance. Any company which has been dissolved though deregistration or winding up will not be able to apply for administrative restoration. You are advised to seek professional help regarding this process.
Winding Up of a Company in Hong Kong
The winding up of a company in Hong Kong involves the process of the company settling its accounts and liquidating its assets. The net assets will then be distributed to the members of the dissolving company.
Section 117 of the Company Ordinance stipulates that a Limited Company in Hong Kong can be ordered by the court to wind up its operations. Common reasons for winding up include the inability of the company to pay its debts. If a company has a debt which exceeds HK$5,000 which it has failed to pay, it is deemed unable to settle its debts.
A winding up of a company in Hong Kong could also happen voluntarily. This means that all the members of the company agree to the wind up. The company must be able to pay off its debts for this to happen, and the creditors can then proceed to liquidate the company.
Our Deregistration Services
At 3E Accounting, our list of company deregistration services in Hong Kong include the following:
- Assistance in applying for your deregistration with the Hong Kong Companies Registry.
- Assistance in applying to the IRD for the Notice of No Objection for Deregistration or Defunct Company.
- Assistance in preparing for the minutes of the board of directors. This preparation is in respect of the deregistration and any other documents which are needed for the deregistration application.
- Reviewing all your corporate documents to ensure no pending documents are available before the deregistration application.
- Reviewing all your tax filing history to ensure no pending documents are available before the deregistration application.
Should you want to deregister your Hong Kong company, please don’t hesitate to contact us. Our experienced team will be more than happy to assist you with a smooth transition for the process.