The process of deregistration of your Hong Kong company is a significant decision that requires careful consideration. Whether due to strategic shifts or market exits, understanding the procedures for company deregistration is crucial.
This guide provides a detailed overview of Hong Kong’s compliance requirements to help you confidently navigate deregistering a Hong Kong company.
Understanding the Differences Between Striking Off and Deregistration
While striking off and deregistration are methods to dissolve companies in Hong Kong, they significantly differ in process and control.
Deregistration Explained
Deregistration is an initiative by owners who decide to dissolve their company. This process involves certain legal requirements but can be completed relatively swiftly. It is typically driven by shareholder decisions, often related to ceasing operations or exiting the market. This path allows company stakeholders to close their business under predefined conditions voluntarily.
Striking Off: A Registrar’s Authority
Conversely, the Registrar of Companies initiates striking off under statutory authority. This action occurs when a company ceases operations and fails to meet certain regulatory requirements. In this scenario, the Companies Registry strikes off the company from its register, thus dissolving it without direct input or control from its owners. This process is generally less within the company’s control and can be seen as a more passive way of dissolution.
Reasons for Company Deregistration in Hong Kong
Closing down a business in Hong Kong should be avoided unless necessary. Common reasons for shutting down a company include:
Corporate Restructuring: Changes within the parent association necessitating the closure.
Profitability Decline: Significant decrease in the company’s profitability.
Operational Challenges: Inability to continue operations or conduct any business activities.
Non-Compliance: Failure to comply with statutory obligations, potentially due to mismanagement.
Shareholder Disputes: Irreconcilable differences among shareholders.
Eligibility for Company Deregistration in Hong Kong
Not all Hong Kong companies are eligible for deregistration. Private companies and companies limited by guarantee can present an application for deregistration. To be eligible, companies must meet the following conditions:
| Conditions For Deregistration | Description |
|---|---|
| Agreement from Members | Shareholders and directors must agree to the deregistration. |
| No Business Operations | No business operations for three months before filing; companies that never started operations can also apply. |
| No Outstanding Debts | No outstanding debts or liabilities, including pending payments to suppliers or employees. |
| No Legal Proceedings | No involvement in any legal procedures or cases against the company. |
| No Property Ownership | The company should not own any immovable property in Hong Kong. |
| Notice of No Objection | Obtain a “Notice of No Objection” from the Commissioner of the Inland Revenue Department. |
Overview of Company Liquidation Processes in Hong Kong
In Hong Kong, company liquidation falls into three main categories: Voluntary Liquidation by Shareholders, Voluntary Liquidation by Creditors, and Statutory Liquidation by the Court. Each type follows specific conditions and processes.
Voluntary Liquidation by Shareholders
This type of liquidation occurs under certain conditions:
- The company’s account books must be complete.
- At least 75% of shareholders must consent through a special resolution passed at shareholder meetings.
- The company must be solvent.
- A liquidator is appointed to oversee and manage the entire liquidation process.
Voluntary Liquidation by Creditors
Creditors may initiate voluntary liquidation if:
- The company’s account books are complete.
- The company is insolvent and unable to continue operations.
- Creditors and the company (as the case may be) may nominate and appoint an individual to be a liquidator to oversee the liquidation process.
Statutory Liquidation by Court
Court-petitioned liquidation, or statutory liquidation, can be initiated by the company itself, its creditors, the Company Registrar, or the Official Receiver. Following the issuance of a liquidation order, the court appoints a liquidator.
The Official Receiver may also serve as a provisional liquidator. This process involves multiple meetings with directors, shareholders, and creditors, ensuring thorough oversight and compliance throughout the dissolution of the company.
Where To Next?
If you need assistance closing your company in Hong Kong, consider contacting InCorp Hong Kong. Our experienced team is well-equipped to guide you through each step, ensuring all obligations are met efficiently.
Frequently Asked Questions on Company Deregistration in Hong Kong
Can any company apply for deregistration?
- No. Only a local private company or a local company limited by guarantee, excluding those specified in section 749(2) of the Companies Ordinance, may apply for deregistration. The company must be a defunct solvent company.
How long does the process of deregistration take?
- The process typically takes about five months.
- Acknowledgement of receipt of the deregistration application is issued within four working days.
- The Registrar publishes a notice of the proposed deregistration in the Gazette.
- If no objections are received within three months after the notice's publication, the Registrar publishes another notice declaring the company deregistered.
- The company is dissolved upon deregistration, and the applicant or nominated person is notified.
Where can I find the Gazette Notice?
- You may refer to the Gazette at the Government Logistics Department website: https://www.gld.gov.hk/egazette/english/index.html
How can I restore a deregistered company?
- An application can be made to the Court of First Instance for the company's restoration pursuant to section 765(2) of the Companies Ordinance. It is advisable to seek legal or professional advice regarding the application procedure.
I found that a company that owed me money had been deregistered/struck off and dissolved. What can I do?
- An aggrieved party, such as a creditor, may apply to the court for an order to restore the company. It is advisable to seek legal advice regarding the application procedure.
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