COMPANY 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.

The business owner is required to properly dispose the company assets before the company enters a deregistration procedure. Upon dissolution, all the company’s property, if any, is vested in the Government of the Hong Kong Special Administrative Region as bona vacantia. To comply with the conditions for deregistration, you are advised to seek professional advice to ensure proper disposal of the company’s property (including credit balances in the company’s bank accounts, motor vehicle, landed property, etc.) before making an application for the deregistration of the company.

DEREGISTRATION PROCESS STEP-BY-STEP

1. Provide signed documents prepared by Prism

   
   
   • Authorization Letter – authorize Prism to act on behalf of your Hong Kong company throughout the deregistration process (need signed original copy)
   • Minutes/Resolutions of Application for Deregistration sign by Director(s) – documentation that proves the director(s) has/have agreed upon deregistration for the company
   • Minutes/Resolutions of Application for Deregistration sign by Member(s) – documentation that proves the member(s) has/have agreed upon deregistration for the company
   • Consent to Short Notice – documentation to be signed by members to confirm short notice for the General Meeting for Deregistration (only applies for company that has more than one member)
   
   

2. Once the signed documents mentioned above are available, the company needs to declare if it had commenced business. If yes, please provide a cessation date for further documentation preparation.

3. If the company had commenced business before, please check with your Accountant or Company Secretary and make sure there is no outstanding issue(s) with Inland Revenue Department (IRD) or Company Registry (CR) such as: outstanding tax, court fee, penalty, Profits Tax Return, Employer’s Return, Property Tax, Stamp Duty, outstanding Business Registration Fee(s), and outstanding Annual Return etc.

4. Prism will prepare Form IR1263 “Request under section 88B of the Inland Revenue Ordinance (Cap. 112) for a Notice of No Objection to a Company being Deregistered” – Government fee will be paid to IRD

5. If all is in good order and no outstanding issue with IRD, in approximately three months after the submission of Form IR1263. The company shall receive a Notice of No Objection.

6. After receiving the Notice of No Objection from IRD, we can now submit the Form NDR1 “Application for Deregistration of Private Company or Company Limited by Guarantee” – Government Fee will be paid to CR

7. CR will then provide an Approval Letter addressing that the application for deregistration has been received. A notice of the proposed deregistration of the Company will be published in the Gazette. If no objection is received by CR within 3 months. Another notice will be published in the Gazette declaring the company to be deregistered.

8. Finally, the company shall receive another letter from CR stating that the company has been dissolved. The whole process normally takes about 6 -9 months.

Until the company is deregistered and dissolved, the company is still required to observe its statutory obligations under the Companies Ordinance. These include the delivery of annual returns and notices of change of address of registered office and change(s) of company secretary and director(s) and their particulars for registration.

The Differences among Deregistration, Striking Off and Winding up

All of them will result in the dissolution of a company.

Winding up is the process of settling the accounts and liquidating the assets of a company for the purpose of making distribution of the net assets to members and dissolving the company. The procedures are laid down in Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance(Cap. 32).

A defunct solvent company which meets the required conditions may be dissolved by applying for deregistration under section 750 of the Companies Ordinance. Deregistration is a relatively simple, inexpensive and quick procedure for dissolving defunct solvent companies.

As for striking off, the Registrar of Companies may strike the name of a company off the Companies Register under Division 1 of Part 15 of the Companies Ordinance where the Registrar has reasonable cause to believe that the company is not in operation or carrying on business.The company shall be dissolved when its name is struck off the Companies Register. Striking off is a statutory power conferred on the Registrar, a company cannot apply for striking off.

Can the company be deregistered when a minority shareholder disagrees or such minority shareholder cannot be found or cannot be informed?

Based on the following ordinances, the company cannot be deregistered or winding up. You may consult your lawyer for further action.

• CAP622 section 556 - Procedure for signifying agreement to proposed written resolution. (1) A written resolution is passed when all eligible members have signified their agreement to it.

• Shift A & A - 11 (c) A resolution in writing signed by all the members and annexed or attached to the General Meeting Minutes book shall be as valid and effective as a resolution passed at a meeting duly convened.

• CAP622 section 750 - Application for deregistration. 2 An application must not be made unless, at the time of the application - (a) all the member agree to the deregistration.