Hong Kong company deregistration often happens due to inability to carry its own business in Hong Kong. The process of closing a company in Hong Kong can be completed in two main ways, namely, deregistration and winding up. Deregistration is a simple, direct and inexpensive process of a defunct company that is finding it difficult to operate. However, winding up involves picking a liquidator who audits the company accounts, pays all debts, sells the assets, and distributes the remaining money to shareholder.
As per the Company Ordinance, only a local private company or a local company limited by guarantee, other than those companies specified in section 749(2), may apply for deregistration. The company must be a defunct solvent company.
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Conditions and Requirements On Application for Deregistration
The company must meet the following conditions before making an application for deregistration:
(a) all the members of the company agree to the deregistration;
(b) 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;
(c) the company has no outstanding liabilities;
(d) the company is not a party to any legal proceedings;
(e) the company’s assets do not consist of any immovable property situate in Hong Kong;
(f) if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong; and
(g) the company has obtained a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue.
An application for deregistration in a Form NDR1 should be delivered to the Registrar of Companies, within 3 months from the date of issue of the Notice of No Objection, together with the required fee and the Notice of No Objection.
The process of winding up a company is complex and requires the inherent understanding of Hong Kong Law and business operations. Besides, there are numerous risks, and the process can takes a long time when handled incorrectly. The longer the process takes, the more costs will be incurred. This is the main reason why you need to seek professional help. For any advise and assistance, feel free to contact Tannet.
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If you have further inquires, please do not hesitate to contact Tannet at anytime, anywhere by simply visiting Tannet’s website english.tannet-group.com, or calling Hong Kong hotline at 852-27826888 or China hotline at 86-755-82143422, or emailing to tannet-solution@hotmail.com. You are also welcome to visit our office situated in 16/F, Taiyangdao Bldg 2020, Dongmen Rd South, Luohu, Shenzhen, China.
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