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.
Applying for company deregistration
A private company or a company limited by guarantee, or a director or member of the company may apply for deregistration. The company must be a defunct solvent company.
The companies specified in section 749 or companies registered under Part 16 of the Companies Ordinance ae excluded.
Conditions and requirements for a company to make an application for deregistration
The company must meet the following conditions before making an application for deregistration:
all the members of the company agree to the deregistration of the company;
either the company has not commenced operation or business, or the company 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;
the company is not a company specified in section 749 of the Companies Ordinance; 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.
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, and the Notice of No Objection.
Filing all outstanding Annual Returns before delivering application for deregistration
Until a company is deregistered and dissolved, the company is 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.
You should notify the Companies Registry, by way of a letter, of any changes in the addresses of the presentor, applicant or the nominated person to facilitate future communication. In addition, if the address of the company's registered office has been changed, you should deliver a Form NR1 to report the change; if the addresses of the directors have been changed, you should deliver a Form ND2B to report the changes.
Deregistration of a defunct solvent company
Please ensure that the company’s property (including credit balances in the company’s bank accounts, motor vehicle, landed property, etc.) is properly disposed of before making an application for the deregistration of the company.
The company will be dissolved on deregistration and, upon dissolution, all the company's property, if any, is vested in the Government of the Hong Kong Special Administrative Region as bona vacantia. You have to apply to the Court of First Instance for the restoration of the company to the Companies Register in order to re-vest the property in the company.
The company applying for deregistration must meet ALL the conditions mentioned above.
Step 1 – Apply for a Notice of No Objection
Apply for a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue. Application form IR1263 from the Inland Revenue Department.
Step 2 – Deliver documents
Within 3 months from the date of issue of the Notice of No Objection, deliver the following documents:
a Form NDR1 - Application for Deregistration of Private Company or Company Limited by Guarantee together with a non-refundable fee of HK$420; and
the Notice of No Objection from the Commissioner of Inland Revenue - Original Notices of No Objection are required for applications delivered in hard copy form. For applications delivered electronically, certified copies of the Notices of No Objection by the applicant, a director or the company secretary of the company are required.
How long it takes
Normally, a letter acknowledging receipt of the application for deregistration will be issued by the Companies Registry in 5 working days.
The Registrar will publish a notice of the proposed deregistration in the Gazette. If no objection to the deregistration is received within 3 months after the date of publication of the notice, the Registrar will deregister the company by publishing another notice in the Gazette declaring it to be deregistered on the date of publication of that other notice. The company is dissolved on deregistration.
The applicant of the person nominated in the application will be notified upon deregistration of the company.
The whole process takes about 5 months.
Gazette Notice
Information Sheets relating to the publication of Gazette Notices under sections 751 (1) and (3) of the Companies Ordinance will be placed on the public records of the company. You may conduct a company search through the Companies Registry's Cyber Search Centre or Company Search Mobile Service. You can use the company number to conduct a search on the document index to find out whether the Information Sheets have been filed. Government Gazettes are normally published on Fridays. Usually, the Gazette Notice under section 751(1) will be published in 3 weeks after the date of the Companies Registry acknowledging receipt of the application for deregistration.
You may view the Gazette at the website of the Government Logistics Department (Website : www.gld.gov.hk/egazette).
Application fee
Application fee for Deregistration of Private Company or Company Limited by Guarantee is HK$420 non-refundable.
If you would like to seek professional advice on the relevant procedure, please contact Bestar.
