How to cancel a company? Hong Kong Company Deregistration Process, Conditions, Fees and Cancellation of Business Registration in One Visit
Deregistration of a Hong Kong company is a simple procedure for a limited company that is no longer in operation and has no debts to apply to the Companies Registry for deregistration of its legal status after the shareholders have agreed to do so, cleared all liabilities and obtained a Notice of No Objection from the Inland Revenue Department, which normally takes about 6 to 12 months to complete.
What is a deregistered company?
Deregistration of a company, also known as deregistration, refers to the process of applying to the government through statutory procedures to formally terminate the legal status and liabilities of a limited company when the company is no longer in operation and is solvent.
What is a Write-off Company? Company Write-off vs.
"deregistration" (註冊公司) meansCompanies OrdinanceClause 750 readsNo longer in operation but still solventA simplified dissolution channel is provided by a private company or a company limited by guarantee. As long as the company pays off all its debts and obtains a Notice of No Objection from the Inland Revenue Department, the company can be officially dissolved by notice in the Gazette at a lower cost and in a shorter period of time.
And "liquidator"For insolvent companies, the liquidator takes over the assets and pays the creditors in accordance with the statutory procedures, which is more costly and time-consuming.
Deregistration of a company is simpler, less time-consuming and more cost-effective than liquidation. However, if a company fails to complete the deregistration process as required, the company and its directors may face legal liabilities.
Why Deregister Your Company? The 4 most common reasons for deregistering a company
There are many reasons why a company may choose to deregister (i.e., formally end its legal status), but the following are some of the most common:
The company is no longer in operation or is unprofitable
When a company is unable to meet its revenue targets, cover its expenses or achieve profitability over a prolonged period of time and it is no longer economically viable to continue in business, shareholders may choose to deregister the company to avoid further losses.
Business reorganisation or merger and demerger
Some subsidiaries or entities may be cancelled when there is restructuring, integration of resources or transfer of assets within the Group or the Association.
Disputes between shareholders
Deregistration of a company can be used as a means of resolving disputes when there is a serious disagreement between the shareholders of the company and they can no longer co-operate effectively.
Compulsory deregistration of companies due to non-compliance with regulations
A company that fails to fulfil its statutory obligations or commits an offence due to mismanagement may face deregistration or compulsory liquidation by the regulator.
Which companies can apply for deregistration?
Eligible Company Types
Only private limited companies or companies limited by guarantee registered in Hong Kong and solvent can apply for cancellation. In theCompanies OrdinanceThe specific companies mentioned in section 749(2) do not apply.
Requirements for the cancellation of a company
- All members of the company have consented to the deregistration;
- The company has not yet commenced operation or carried on business, or has not operated or carried on business during the three months immediately preceding the making of 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 include immovable property situated in Hong Kong;
- (If the company is a holding company) The assets of all the company's subsidiaries exclude immovable property situated in Hong Kong;
- The Company has obtained a Notice of No Objection to Deregistration of Company from the Commissioner of Inland Revenue (the "Notice of No Objection").
Who can apply for the cancellation of a company?
The applicant may be the company itself, any member of the board of directors.
Deregistration is a tedious process and additional documents may need to be submitted during the process. It is highly recommended that you seek the assistance of a professional and reliable company to ensure that the whole process goes smoothly.
Hong Kong Company Deregistration Process: 5 Steps to Company Closing Process
Cancellation of business registration: within 1 month from the date of closure of business
Whether it is a limited company or an unlimited company, under the Hong Kong Inland Revenue Ordinance, when a company or a branch ceases to operate, it is required to, within one month from the date of closureCancellation of Business Registration. Notify the Business Registration Office in writing or fill in the"Business Registration Notice of Closure Form IRC3113 Return it to the Inland Revenue Department (IRD) with the following information clearly provided:
Business Registration Number / Branch Registration Number
Company or Branch Name
address
Completion Date
Correspondence address and contact telephone number after close of business
Late notification may result in fines or other legal liabilities and special attention should be paid.
Deregistration of a limited company Step 1: Call a general meeting and resolve to close the business
Directors and shareholders of the Company are required to convene a general meeting and all shareholders must attend the meeting or sign a written resolution and unanimously agree to pass the cancellation of the Company's motion before the cancellation process can be formally initiated.
Deregistration of a limited company Step 2: Completion of company's statutory obligations, payment of tax and debts
Before submitting an application for cancellation, the company must complete all statutory obligations, including filing with the Inland Revenue Department (IRD) corporate tax returns for the year ended, annual returns, employer's remuneration and pension returns, etc. The company should also confirm whether there are any outstanding objections or appeals. It is also necessary to confirm whether the company still has any unanswered tax enquiries, outstanding objections or appeals, and to ensure that all taxes (e.g. profits tax, property tax, stamp duty and related penalties) have been paid.
In addition, if the company has debts, it must settle all debts and fees, including business registration fees, and properly handle the distribution of surplus assets.
Step 3: Apply for a "Notice of No Objection" from the Inland Revenue Department
Before applying for deregistration of a limited company, you must apply for a Notice of No Objection from the Inland Revenue Department (IRD) to certify that the company has paid all taxes and has no tax arrears. You need to download from IRD's website and fill in the form of "No Objection Notice".IR1263" form together with a HK$270 (non-refundable) fee to the Inland Revenue Department of the
Upon completion of the audit, the Inland Revenue Department will issue a "Notice of No Objection" if it confirms that the company has no tax debts and other outstanding matters, which is an important document for the successful deregistration of the company.
Step 4: Apply to the Companies Registry for Company Deregistration
Upon receipt of the "Notice of No Objection to Company Deregistration" issued by the Inland Revenue Department, the next step is to submit the following documents to the Companies Registry to formally apply for company deregistration:
Original "Notice of No Objection to Company Deregistration" (paper copy or electronically certified copy)
Fully completed Form NDR1 (Application for Deregistration of Private Company or Company Limited by Guarantee)
Government-mandated cancellation fee of HK$420 (this fee is non-refundable under any circumstances)
Please ensure that all documents are in order before submitting to the Companies Registry to avoid delay or return of the application.
Deregistration of a limited company Step 5: Wait for gazette notice and deregistration of the company to take effect
About one month after the Companies Registry receives an application for deregistration, it will publish a notice in the Gazette and issue a confirmation notice. If no objection is received within three months (90 days) after the publication of the notice, the deregistration process will be formally completed and the company will be formally struck off from the Companies Registry.
Hong Kong Company Deregistration Frequently Asked Questions
How long does it take to complete the cancellation of a company?
Generally speaking, the process of deregistering a company in Hong Kong takes about 6 to 12 months, the actual time required depends on the company's own circumstances. If the company has unresolved financial, legal or tax issues, it may take even longer.
Before the company's deregistration is formally completed, it is still necessary for the company to submit its annual return on time in accordance with the requirements in order to avoid incurring unnecessary legal liabilities or penalties.
Cancellation of Limited Company Charges?
The fees payable for deregistration of a Hong Kong limited company will vary depending on the specific circumstances of the company. They generally include the government's deregistration application fee, outstanding taxes, business registration fee and possible penalties. In addition, if the company needs to hire professional consultants to assist with legal, tax or audit services, additional service fees will be incurred.
Do I still need to keep company records after deregistering my company?
Yes.
Although disbanded, theInland Revenue OrdinanceSection 51C of the IRO provides that even if a company has been deregistered, the company must still retain at least seven years' worth of company documents, records and tax returns for future IRD enquiries or other legal needs.
Can I reinstate my company after deregistration?
A company that has been deregistered may apply for restoration of its registration under certain conditions.
According to the laws of Hong Kong, a local company must apply to the Court of First Instance for restoration of registration within 20 years after deregistration, while a non-Hong Kong company has to apply within six years. The whole process involves legal proceedings and professional legal advice is recommended to assist in the process. If the application is approved by the Court and the documents submitted meet the requirements, it will take about 2 to 3 months to reinstate the registration.
Can I change my address after cancellation?
Yes, subject to further notice to the Companies Registry. If the registered address of the company is changed after the application for deregistration, the updated information should be submitted by completing Form NR1 and sending it by post. If there is a change of address of a director, Form ND2B should be used to notify the Registry to update accordingly.
Do I still need to file a tax return during the cancellation period?
Yes.
Even if a company has applied for deregistration, it is still required to pay all outstanding taxes and fees, including corporation tax, liquidation tax, stamp duty, etc., before formal dissolution. If there is any unpaid tax, the Inland Revenue Department (IRD) has the right to recover the outstanding amount and may hold the company's directors or relevant responsible persons liable.
Do I need to pay off all my debts if I write off my company?
Yes.
Before applying for cancellation, the company must settle all debts and liabilities, including paying all taxes, settling all financial obligations, and properly handling all outstanding legal proceedings and tax matters to ensure that the company does not have any outstanding liabilities.
What should happen to the company's assets and cash after the company is cancelled?
Once a company is successfully deregistered, the assets under its name will be regarded as unclaimed property and will automatically be vested in the Government of the Hong Kong Special Administrative Region. Therefore, if the company still holds cash or other assets, it is recommended that the responsible persons or shareholders should negotiate and distribute them properly before filing an application for deregistration, otherwise these assets will not be recoverable once the company is deregistered.
Hong Kong Professional Deregistered Company Agent Service: Longford Business Consultants
If you want to save time, minimise red tape and seek professional assistance in completing the Hong Kong company deregistration process, we are a reliable choice.
Since our establishment in 2014, we have assisted many clients to smoothly handle company deregistration, with rich experience and perfect process, which is well recognised by our clients. Our team upholds the highest standards in the industry to provide you with:
Professional and reliable service: From the preparation of documents, through the legal process, to government submissions, the entire process is handled with dedicated assistance to ensure accuracy.
Comprehensive one-stop programme: Covering all aspects of cancellation of business registration, application for notice of no objection by the Inland Revenue Department and application to the Companies Registry.
Efficiency and Timeliness: Quick response and immediate reply to help you complete the cancellation process in the shortest possible time.
Whether you are a small or medium-sized business owner, or an individual entrepreneur, simply provide your basic information and contact Lafont's business consultants immediately to help you complete the deregistration of your Hong Kong company with ease, so you can focus on your future development without worrying about the future!
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