What is the deregistration process in Hong Kong

What Is Deregistration of a Hong Kong Private Company

Deregistration removes a solvent private company or a company limited by guarantee from the Companies Register. It is the simpler, cheaper route for closing a company with no assets or liabilities, but only where strict conditions are met. The Companies Ordinance (Cap. 622) governs this procedure, which is distinct from liquidation or being struck off by the Registrar.

Conditions for a Solvent Company Closure

A company can close by deregistration only if it has never commenced business or has ceased business for a period. It must have no outstanding liabilities and obtain all members' consent. The company cannot hold any assets or obligations; it cannot owe money to creditors, the Inland Revenue Department, or any other party.

The Notice of No Objection Requirement

The Companies Registry will not process an application until the company obtains a notice of no objection from the Commissioner of Inland Revenue. This confirms the Inland Revenue Department has no outstanding tax matters with the company. The Commissioner issues the notice only after the company submits its final audit and final tax return (BIR51) and settles any tax liabilities. The Business Registration Certificate must be dealt with separately.

Submitting the Form NDR1 Application

File a Form NDR1 application with the Companies Registry. This statutory application for deregistration must be signed by every director and the company secretary. The notice of no objection from the Commissioner of Inland Revenue must accompany the form.

When to Use Company Deregistration HK Rather Than Liquidation

Use company deregistration HK only for a solvent company with no assets, liabilities, or ongoing business. If the company has assets to distribute or debts to settle, directors must use liquidation - either members' voluntary liquidation for a solvent company with surplus assets, or creditors' voluntary liquidation for an insolvent company. Deregistration is not an alternative to paying creditors or realising assets.

Documentation Before Closing

Directors must put the company's affairs in order before applying. Prepare the final audit of the financial statements and file the final tax return. Deal with the Business Registration Certificate. All statutory registers must be up to date. If the company holds a business registration certificate, it must be surrendered to the Inland Revenue Department once deregistration is complete.