How To Deregister A Company In Hong Kong
Each jurisdiction has its own requirements and so does Hong Kong! From business registration to cancellation or dissolution, a set of sequential steps needs to be completed to close a Hong Kong business through the deregistration process. There are also several requirements for an eligible applicant to deregister a Hong Kong company. So, what are they? Let’s find out!
Which companies are eligible for deregistration in HK?
Please note that NOT all companies in Hong Kong can apply for deregistration in Hong Kong. A company who is marked as “eligible” for this process must satisfy the following TWO criteria:
• Must be a local private company/ a local company limited by guarantee, excluding those companies which is listed in section 749 (2) of the Companies Ordinance. *
• Must be a defunct solvent company
For those who are new to the terms of “Defunct” and “Solvent”, it is to indicate a company that is no longer operating any business and has no debts or liabilities.
* 8 types of companies that are listed in sections 749 (2) of the Companies Ordinance include:
• An authorized institution as defined by section 2(1) of the Banking Ordinance (Cap. 155);
• An insurer as defined by section 2(1) and (2) of the Insurance Ordinance (Cap. 41); (Amended 12 of 2015 s. 167)
• A corporation licensed under Part V of the Securities and Futures Ordinance (Cap. 571) to conduct business in any regulated activity as defined by section 1 of Part 1 of Schedule 1 to that Ordinance;
• An associated entity, within the meaning of Part VI of the Securities and Futures Ordinance (Cap. 571), of a corporation mentioned in paragraph (c);
• An approved trustee as defined by section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap. 485);
• A company registered as a trust company under Part VIII of the Trustee Ordinance (Cap. 29);
• A company having a subsidiary that falls within above categories; or
• A company that falls into the above categories at any time during the 5 years immediately before the application under section 750 is made.
Certain requirements to deregister a Hong Kong company
Before sending an application for your Hong Kong company deregistration, you should well examine whether below required criteria are met:
• The deregistration of the company gets approvals from all company members;
• The company is not getting involved in any legal proceedings;
• The company has no immovable property which is located in Hong Kong;
• No outstanding debts or liabilities are available;
• No operation or business has been conducted within 3 months before the application of deregistration;
• In case of a holding company, none of its subsidiary’s assets has immovable property located in Hong Kong;
• The company has got a “Notice of No Objection to a Company being Deregistered” (or also known as “Notice of No Objection”) delivered by the Commissioner of Inland Revenue.
Process of deregistration for a defunct solvent company in Hong Kong
As aforementioned, the process of deregistration for a Hong Kong company is simple, easy and affordable. You can result in your HK business to be deregistered with a 2-step order as below:
Step 1: Obtain a Notice of No Objection issued by the Inland Revenue Commissioner
In order to apply for a “Notice of No Objection to a Company being Deregistered”, you need to fill in the Form IR1263 which can be downloaded from the website of the Inland Revenue Department. Then, submit the form together with a non-refundable fee to the Inland Revenue Department.
Step 2: Deliver documents to the Companies Registry
After the receipt of the Notice of No Objection, you are required to send the below documents to the Companies Registry:
• The original copy (hard copy, or certified copy if via electronical deliver) of the “Notice of No Objection”;
• A completed Form NDR1, plus a required fee of HK$420 which is non-refundable in any cases;
• Additional information may be required.
How long does the deregistration take?
The entire process for company deregistration in Hong Kong typically takes around 5 months.
At first, if nothing goes wrong with your documents, you can receive a letter approval for the deregistration application within 5 working days. A notice of the proposed deregistration will be then published by the Company Registrar in the Hong Kong Gazette.
During 3 months since the published date, if there has been no objection to your deregistration, then the Registrar will proceed to issue the second notice (the final one) to inform your business to be deregistered. In parallel to the final notice announced, the company is officially dissolved.
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