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DISSOLUTION OF A LIMITED
LIABILITY COMPANY
(Hong Kong Company Deregistration/Strike Off)
A Hong Kong limited company can be dissolved in the following
two ways:
Deregistration/Strike Off of a Hong Kong Company
A Limited company, which is defunct and solvent, wants to
cease its business must officially apply to the Companies
Registry to deregister it or strike it off from the Register
of Companies. A company is still required to file Annual Returns to the Companies Registry before it is officially deregistered.
A penalty will be imposed on the Company and/or the management
for failure of submission of Annual Return.
In applying for deregistration, certain declarations should
be made by the applicant. Any person who knowingly and recklessly
gives information to the Companies Registrar that is false
or misleading in a material particular is liable to a fine
and to imprisonment. As the deregistration process is more
technical and affecting company's property. A company should
seek professional advices before making an application.
Requirements for Deregistration
Limited companies incorporated in Hong Kong can apply for
de-registration, provided that the company to be de-registered
meets the following requirements:
(1) all members of the company agree to the deregistration
of the company;
(2) the company has never commenced operation, or has already
ceased business for more than 3 months;
(3) the company will not start/resume business in the future;
(4) the company has disposed of all trading stock, landed
property and securities, if any;
(5) the company has no outstanding liabilities which include
Profits Tax, Property Tax, Stamp Duty, Business Registration
fee, fines and penalties in connection thereof and court fees;
(6) the company has no outstanding obligations under the Inland
Revenue Ordinance. These include submission of return(s) which
has (have) been issued by the Inland Revenue Department, liability
to notify the Commissioner of Inland Revenue in writing that
the company is chargeable to tax for any year of assessment
in which a return has not been received;
(7) there are no unanswered enquiries from the Inland Revenue
Department;
(8) there are no unsettled objections or appeals in respect
of assessments already raised;
(9) all the annual returns have been filed.
Persons capable of filing an Application
1. The Company
2. A director or shareholder of the Company
Deregistration Application Procedures
Step |
Description |
(1) |
Hold a board
meeting to pass a resolution to strike off the company; |
(2) |
Apply in writing to
IRD for a Notice of No Objection for Deregistration of
a Defunct Company. It may take up to four weeks to receive
the said Notice; Please be reminded that the said Notice
will only be issued in the case that the company to be
de-registered owes NO money to the Hong Kong Government
and NO outstanding tax returns; |
(3) |
Apply in writing to
the Companies Registry for de-registration of the company.
It may take well up to six months after the filing of
application for the Companies Registry to de-register
your company. |
Charges
| Our service
charges |
US$250 |
| Fee for
application for strike off |
US$55 |
| Fee for
application of Notice |
US$45 |
|
TOTAL |
US$350 |
| Processing
time |
Around
6 months |
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Services includes: |
(1) Preparation of minutes and other documents for application
of de-registration
(2) Apply to IRD for Notice of No Objection
(3) Application for de-registration
(4) Other out of pocket expenses |
Liquidation/Winding Up Winging-up
by the court
(1) According to <Company Ordinance S.177>, Limited
Company can be ordered winding-up by the Court. The common
reason for this type of winding-up is its inability to pay
its debits.
(2) If a company with a debt exceeding HK$5000 fails to pay
it or make arrangement with creditor(s) which is accepted
by them within three weeks of receiving their written demand,
then it is deemed unable to pay its debts.
Voluntary winding-up
Members' voluntary winding-up: The company is winding-up by
the members. The company should able to pay-off its creditors
when wound-up.
Creditors' voluntary winding-up: When directors of the company
do not believe that it will be able to pay-off the debt. The
creditor(s) can liquidate the company.
Our fee for liquidation of a Hong Kong limited company with
minimal assets is USD3000 (including disbursements of about
USD1300). This process will take about one year and the company
cannot be re-opened after dissolution.
Please click here for more information
on Hong Kong company liquidation/winding up.
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