Hong Kong company deregistration is also referred to Hong Kong company cancellation, Hong Kong company dissolution, etc. A Hong Kong company can be closed by deregistration which is a two stage process requiring tax clearance from the Inland Revenue Department and approval from the Companies Registry for the company to deregister.
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.
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Process for deregistration
The deregistration process commences by submitting an application for tax clearance to the Inland Revenue Department. The company can only seek approval for deregisteration from the Companies Registry once tax clearance has been obtained. The time required to complete the deregistration varies from company to company but typically the process requires around 3 to 6 months for tax clearance and 3 to 6 months for approval from the Companies Registry.
It should be noted the company cannot change its shareholders, directors, company secretary or registered office address during the deregistration process. The company must hold a valid Business Registration Certificate and renew it should it become due for renewal before the deregistration is approved by the Companies Registry. The company must also continue to file an Annual Return should the filing date become due before the deregistration is approved by the Companies Registry.
It should also be noted a Hong Kong company cannot be closed by simply closing the bank account and ignoring the annual compliance requirements including renewing the Business Registration Certificate, filing an Annual Return, preparing audited accounts and filing a tax return. The company remains in existence until it is deregistered by the Companies Registry and ignoring the annual compliance requirements will be treated by the Hong Kong authorities as a deliberate act of non-compliance and will result in penalties and eventual court summons against the directors.
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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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