Company Deregistration / Close a Hong Kong Company
Deregistration of a company
A private limited company can apply for Deregistration under satisfied the following conditions :
- All the members of the company agreed to the Deregistration of the Company.
- The company has never commenced business or operation, or has ceased to carry on business or ceased operation for more than 3 months immediately before the application
- The company has no outstanding liabilities.
- The company is not a party to any legal proceedings.
- The company has no immovable property situate in Hong Kong; and
- if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong.
Q: Can a Hong Kong company be deregistered?
A: Yes, but it is conditional upon the following:
- Mutual consent reached by all shareholders;
- No running or operating any business of the company, or stop operating for more than 3 months before applying for deregistration;
- No unpaid indebtedness, including government charges and taxes; and
- Notice of No Objection issued by the Commissioner of Inland Revenue obtained.
Q: Can a company with unpaid indebtedness apply for deregistration?
A: A company with unpaid debts can also apply for deregistration, but subject to one of the following conditions:
- Its parent company, subsidiaries, its directors, shareholders and others consent to pay the debts; and
- Creditors sign a consent to give up the debts collection.
Q: What documents are needed for applying for company deregistration?
A: The following documents are needed to be provided:
- Certificate of incorporation;
- Business Registration Certificate;
- Latest Annual Return; and
- Latest financial statements.
Q: How long it will take to apply for Hong Kong Company deregistration?
A: Generally it takes about 6 - 9 months.
Q: Does the company need to present its financial statements to apply for Hong Kong Company deregistration?
A: Not necessarily. A Hong Kong Limited Company incorporated for more than 18 months, in case that Inland Revenue Department has already issued the Profits Tax Return, shall complete the Return and submit to the Inland Revenue Department together with a copy of financial statements audited by Certified Public Accountant.
Q: Does the company need to submit Annual Return during the period of application for Hong Kong Company deregistration?
A: Yes. The company still needs to submit the Annual Return until the Companies Registry notifies the company of its deregistration.