Content Outline
Step-by-step Guide on How To Strike off And Deregister A Company In Hong Kong
To close and de-register the company in Hong Kong you have registered is not an easy thing to do. There are many possible reasons that a business owner may decide to close his Hong Kong company, and if you decide to dismiss yours, you better know all steps on how to do it.
As for Hong Kong company deregistration, you need to take this process through certain steps, and the first step is to apply for deregistration.
How to Qualify for the Company Deregistration in Hong Kong
It is crucial to highlight that not all Hong Kong companies are able to be deregistered. Either a private one or a company limited by guarantee can apply for deregistration.
For a company to deregister from Hong Kong the below listed conditions are applied:
- The members of the Hong Kong company, which comprise shareholders and directors, need to concur with the deregistration.
- We can’t conduct any business operations within the company for three months before submitting a registration. Companies that never had operations can also file a deregistration application as well.
- The company should be free from any debt or liability which includes the pending payments to a supplier or to employees inside or outside Hong Kong.
- The company cannot have a single lawsuit with the client nor be a party in any legal proceedings.
- The Company should avoid holding any kind of Hong Kong property deeds.
- A “Notice of No Objection” from the Commissioner of the Inland Revenue Department in Hong Kong is needed and should be filed in accordance with the detailed referenced information in the following section.
The Procedure For Deregistering The Company
Once you have met all the mentioned requirements, you can apply for Hong Kong’s deregistration in only two straightforward stages.
Step 1- Fill up Notice of No Objection Form IR1263
The first and foremost, requirement in this regard is to secure a form “Notice of No Objection to a Company Being Deregistered” from the Commissioner of Inland Revenue.
You do this by going to the Inland Revenue Department website, and then from there download Form IR1263 and fill it up.
The application for the “Notice of No Objection” can be done either by a director or a person nominated by the company acting on their behalf such as a company secretary, a solicitor, or an accountant.
Step 2 – Submit all the documents with Registrar of Companies
Having their “Notice of No Objection” issued, the company is now permitted to move on to the second step which includes filling yet another set of documents with the Registrar of Companies, which are:
- “Notice of No Objection”
- Companies Registry provides NDR1, “Application for Deregistration of Private Company or Company Limited by Guarantee” which can be downloaded online by the applicant from the website.
Once the government has looked at the documents you submit and has seen that everything is correct, they will issue the Letter of Approval within five business days.
Next, the Gazette of Hong Kong will print notices of deregistration. If the Company Registry doesn’t receive any “no objection” notice within three months, the deregistration process can be initiated.
The last notice will be published in the Gazette, where the nominated person will be notified of the approved registrations. At this stage which could take over 5 months, the company is dissolved and its assets are classified as bona vacantia.
It is crucial to notice that the Companies Ordinance stipulates that the company has to fulfill all its obligations as long as it does not qualify for deregistration.
Indications That Need To Be Done Before Deregistration
Prior to rendering the submission of your deregistration request, make sure to:
- File the annual returns as per the Companies Ordinance for your company as long as your company is operational up until it is disposed of. The filing process shall be with the Registrar of Companies.
- The Company must pay its taxes before signing off on the form IR1263, which then gets sent to the Commissioner of the Inland Revenue Department.
- Conclude about the Business Registration fees and levies including the Branch Registration fees if needed. If you were already into the cancellation procedure and were given the Business Registration requirement note, you should contact the Business Registration Division of the Inland Revenue Department.
- Inform a letter to the Registry Office 1 month earlier about undertaking the deregistration process of your company.
- Make sure the business bank account is closed and the credit card cancellation is done.
- Properly dispose of all company assets such as land and motor vehicles.
The Difference Between Striking-Off And Deregistration
The two methods are similar in that they both are used to terminate the status of companies in Hong Kong. However, there is a huge difference between the two approaches.
Deregistration is a process whereby business owners can dissolve their own company by closing it down. It is possible to do it rather sooner with a legal procedure as well. This is a choice that belongs to the shareholders of the Hong Kong company and can be justified by either operation, geographic reach, or the exit of the market.
However, the striking-off process is statute-based and only the Registrar of Companies can exercise it. The Companies Registry will strike the name of the Hong Kong company off and dissolve it if the company is no longer operational, thus the Company has lost control of the process.
Getting Assistance For Deregistration
It is possible to find service providers to help apply for deregistration or make the closing process easier when you need assistance in shutting your company down in Hong Kong.
Some professionals like company secretaries, certified public accountants, and solicitors may assist and do tasks like arranging the documents and application for deregistration with the Companies Registry.
FastLance Group can assist you with all the procedures and deregister your company in Hong Kong to shut it down in compliance. You might as well go to our Company Secretary page and pick an appropriate service.
Contact us now and find out how our team of experts can help you!
Read Companies Ordinance of the Laws of Hong Kong at Chapter 622.