Application for deregistration of a defunct Hong Kong private company

In accordance with the Companies Ordinance, a private company, or a director or member of such a company, may apply to the Registrar under s291AA for deregistration. However, such an application could only be made if:

1. all the members of the company agree to the deregistration;
2. the company has never commenced business or operation, or has ceased business for more than three months immediately prior to the deregistration application;
3. the company has no outstanding liabilities.

The application must be accompanied by a written notice from the tax authority stating that the Commissioner of Inland Revenue has no objection to the company being deregistered. The tax authority will only issue such a Notice if the following conditions are met:
1. the company has never commenced business, or has already ceased business;
2. the company will not start / resume business in the future;
3. the company has disposed of all trading stock, landed property and securities, if any;
4. the company has no outstanding tax liabilities which include Profits Tax, Property Tax, Stamp Duty, Business Registration fee, fines and penalties in connection thereof and court fees;
5. 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;
6. there are no unanswered enquiries from the Inland Revenue Department (IRD);
7. there are no unsettled objections or appeals in respect of assessments already raised.

Even the company is dissolved as of the date of registration, the liability (if any) of the officers and members of the company continues and may be enforced as if the company has not been dissolved.

The following categories of companies are not eligible to apply for deregistration:

1. an authorized institution as defined in the Banking Ordinance
2. an insurer as defined in the Insurance Companies Ordinance
3. a company licenced under the Securities and Futures Ordinance
4. a company having a subsidiary that falls within any of the above categories, and
5. a company that has fallen within any of the above categories at any time in the preceding five years

In applying to have the company deregistered, it is of important that all the liabilities of the company be settled and all assets disposed/processed. In particular, any balance in the bank account of the company should be transferred out.

Hong Kong company deregistration procedures and costs