For Hong Kong private limited company, deregistration is one of the exit methods for closing of business, which is also a simple, common and straight forward option compare with liquidation (winding up).
Conditions to apply Deregistration
The company must meet the following conditions before making an application for deregistration:
all the members of the company agree to the deregistration;
the company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
the company has no outstanding liabilities;
the company is not a party to any legal proceedings;
the company’s assets do not consist of any immovable property situate in Hong Kong;
if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong; and
the company has obtained a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue.
As you can see, usually Company has never commenced business, or cleared all assets and liabilities with final audited report already arranged with date of cessation of business determined.
Preparation of mandatory documents
Upon client determined to apply deregistration, we can arrange the mandatory documents for submission to Inland Revenue Department and subsequent filing to Companies Registry:
Directors’ Declaration – mandatory internal records for Directors to declare that the Company met the conditions and requirements to proceed deregistration, where relevant supporting could be required;
Directors’ Resolution – mandatory internal records, mainly to approve and declare that the Company is qualified and ready to escalate for members approval;
Members’ Resolution - mandatory internal records, to agree the approve to proceed the close of company by deregistration;
IR1263 – mandatory IRD form to request for a Notice of No Objection Letter to a Company being Deregistered;
NDR1 – mandatory CR form on application for Deregistration of Private Company Limited;
One very important thing is that during the whole deregistration process, the company is required to maintain in good standing, that’s mean if the anniversary day of the company approached before deregistration completed, the company is required to file Annual Return as usual, where below with the FAQ by Companies Registry for your reference:-
Q3. Do I need to file all outstanding Annual Returns before delivering the application for deregistration?
Answer: Yes. A company is required to file Annual Returns and observe its obligations under the Companies Ordinance until it has been dissolved. Failure to do so will make the company liable to prosecution.
Flow and time frame of Deregistration
Under normal circumstance, the deregistration process takes around 6-7 months upon the date of submission of IR1263, and below with flow chart for your easy reference:-
Any additional information you would like to know, please feel free to drop us an email:- firstname.lastname@example.org. In addition, we dig out below materials in case you need a little more insights.
FAQ – Companies Registry – Deregistration, Striking Off and Winding Up
FAQ – Companies Registry - Deregistration and Restoration under New Companies Ordinance
Leaflet – Companies Registry - Deregistration of a Defunct Solvent Company