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Deregistration in Hong Kong

A Hong Kong private company may make an application to the Registrar of Companies for deregistration in Hong Kong in accordance with Section 750 of the Companies Ordinance if :

  1. all members of the company agree to the deregistration;
  2. 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;
  3. the company has no outstanding liabilities;
  4. the company is not a party to any legal proceedings;
  5. it has no immovable property situate in Hong Kong;
  6. if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong; and
  7. the company has obtained “no objection” notice from the Inland Revenue Department (the company applying for deregistration is required to prepare the final accounts up to the date of cessation of the business and file the final accounts with the Inland Revenue Department before obtaining “no objection” notice. The final accounts should be able to show that the company has no liabilities and shall be prepared before the commencement of deregistration in Hong Kong).

Deregistration in Hong Kong will normally take 5 to 6 months. Until the company is deregistered, the company is still required to observe its obligations under the Companies Ordinance including the filing of annual returns and notifications of situation of registered office and changes of directors and secretary. Even if the company is deregistered, the liability, if any, of every director, officer and member of the Company shall continue and may be enforced as if the Company had not been deregistered. All property and rights whatsoever vested in or held on trust for the company immediately before its deregistration in Hong Kong shall be deemed to be bona vacantia and shall accordingly belong to The Government of the Hong Kong Special Administrative Region. Charltons assists clients to prepare all the relevant documents in relation to deregistration in Hong Kong and to attend filings of all required documents with the Companies Registry.

Members’ Voluntary Liquidation

A Hong Kong company may also be dissolved by members’ voluntary winding up provided that the company is solvent and is able to pay its debt within 12 months of the commencement of winding up. During the process of winding up, the company is required to comply with all statutory obligations before the winding up is completed, including but not limited to, settling business registration fee, filing annual returns with the Companies Registry. In a voluntary winding up, we usually work closely with accountants and/or liquidators to prepare all relevant documents for the winding up of the Hong Kong company.

 

Companies formed and registered under the Companies Ordinance may be wound up either

  1. by the court

    The Court of First Instance of the High Court has exclusive jurisdiction to wind up companies formed and registered under the Companies Ordinance. The circumstances in which the company may be wound up by the court include, inter alia:

    1. on the petition of a creditor where the company is unable to pay its debts, i.e. a true insolvency situation (the company must be insolvent and the petitioner must not be adequately secured)There are two principal tests for insolvency, being the cash flow test (whether able to pay debts as they fall due) and the balance sheet test (whether liabilities exceed its realisable assets). The Companies Ordinance avoids the necessity for strict proof of the petitioning creditor’s debt by setting out deeming provisions. Under those provisions, a company is deemed to be “unable to pay its debts” if:
      1. the creditor is indebted a sum equal to or exceeding HK$10,000
      2. the creditor serves the company a demand requiring the company to pay the sum due by leaving the demand at the debtors registered office
      3. the debtor has for 3 weeks (excluding the date of service) thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor (NB: It should be noted however that, where there is a bona fide dispute as to the debt, the debtor company cannot be said to have neglected to pay the debt)

      The petitioning creditor must prove to the civil standard of proof (on the balance of probabilities) the existence of the debt alleged, the validity of the written demand, the service of the demand and the non-payment.

    2. the company has by special resolution of its shareholders resolved that the company be wound up by the court (where the majority has not acted fraudulently or in bad faith in adopting the resolution)
    3. the court is of the opinion that it is just and equitable that the company should be wound up. Some conventional categories of circumstances include:
      1. loss of substratum of the company (i.e. impossible to achieve main objectives or such objects have been abandoned
      2. company formed to carry out fraud or illegal purpose
      3. court renders it just and equitable that the partnership be dissolved
      4. for the purpose of achieving justice or equity
      5. where it is proved that the affairs of the company have been conducted in a manner unfairly and prejudicial to the interest of some shareholders of the company (i.e. minor oppression)
    4. on application of the Companies Registrar, if it appears to the court that:
      1. the company is carried on for unlawful purpose
      2. the company fails to have sufficient directors or to pay annual registration fees or persistently breaches the Companies Ordinance

    Further to the above grounds, there are two situations where a Hong Kong private company may be wound up by the court:

    1. winding up by court by way of regulatory order:where there is a large number of creditors or contributories and the Official Receiver applies to the court for a regulatory order (such that the winding up be regulated specially by the court)
    2. winding up by court by way of summary procedure:where the court is satisfied, or the Official Receiver or provisional liquidator reports to the court, that the property of the company is not likely to exceed HK$20,000 in value. In such case, the court will order that the company be wound up in a summary manner (without meeting of creditors and contributories or committee of inspection and with other modifications to prescribed requirements with the view to save expense and simplifying procedures).
  2. winding up without a court order

    There are a number of circumstances where a company may proceed with voluntary winding up without a court order, namely:

    1. when the period fixed for the duration of the company has expired;
    2. if the company resolves by special resolution that the company be wound up voluntarily (see below, members’ voluntary winding up);
    3. if the company resolves by special resolution to the effect that it cannot by reason of its liabilities continue its business, and it is advisable to wind up;
    4. if the directors of the company (or majority) resolves at a board meeting to deliver to the Registrar a winding-up statement (i.e. a statement that the company cannot continue its business and the company cannot be wound up by other provisions of the Companies Ordinance)

    The most common form of voluntary winding up is a member’s voluntary winding up, which may occur in a non-insolvent situation (i.e. the company is able to pay its debts within 12 months of commencement of voluntary winding up). It requires a special resolution by the company in general meeting to wind up and a certificate of solvency by the directors expressing their opinion, after having made full enquiry, that the company will be able to pay its debts within such period not exceeding 12 months from the date of the resolution. Such voluntary winding up is useful for restructuring of the group business or to get the company off the companies’ register to avoid filing and registration requirements. The company being wound up ceases to carry on its business on commencement of the winding up.

    If a certificate of solvency cannot be made or, if made, the liquidator is, at any time, of the opinion that the company will not be able to pay its debt in full within the specified period, the winding up becomes a creditors’ voluntary winding up (in which case, meetings of creditors are called for resolutions to be made for a voluntary winding up.

Deregistration in Hong Kong

Voluntary winding up

Registrar of companies

Hong Kong Registrar of Companies

Members voluntary winding up

Voluntary winding up in Hong Kong

Resolution for Voluntary Winding Up

Section 750 of Companies Ordinance

Members voluntary liquidation

Winding up of Hong Kong company

Company wound up by the court

Hong Kong Companies Ordinance
Company Winding Up Procedure
Company Liquidation Process
Compulsory Winding Up Order