Our professional team has extensive experience on handling company closure.  Based on the clients’ specific circumstances, we will advise on the most suitable way to close down the unnecessary companies, and execute the close procedure.

After the business plan is completed, reorganized and business is transferred / migrated to other companies or ceased business, we can provide professional services to close down the company in a way most suitable and efficient to the clients.

The ways to close down a Hong Kong company are:

●   Deregistration

●   Voluntary liquidation

●   Compulsory liquidation

Deregistration

A Hong Kong established limited company, if fulfill the following conditions, can apply for deregistration according to the section 750 of Companies Ordinance:

–    all shareholders agree to the deregistration of the company; and

–     either the company has never commenced business or operation of the company has ceased for more than 3 months immediately before the application; and

–     the company has no outstanding liabilities; and

–     the company has no outstanding litigation; and

–     the company’s (including its subsidiaries) assets do not consist of any immovable property situate in Hong Kong)

–     the company Reported all tax and paid tax, if applicable.

If the company has outstanding liabilities, they should be taken up by the parent company, directors or shareholders, or the creditors agreed to waive the debts and signed an agreement to the effect.

Procedure of company deregistration:

1. Clients contact us, provide the Business Registration Certificate, Certificate of Incorporation, copy of the latest annual return and the audited accounts.
2. Our professional staff will contact the clients to verify the information required and ensure all the required documents are available.
3. We will prepare all required documents within 1 working day.
4. Document will be delivered to client for signature.  The signed document should be returned to our company with the service fee.
5. Submit application for “Notice of No Objection to a Company Being Deregistered” to Inland Revenue Department together with the required fee.
6. After receiving the “Notice of No Objection to a Company Being Deregistered”, submit the relevant document and fee to the Companies Registry.
7. The Companies Registry will take about 4 - 5 months for processing and approval of application for deregistration of a defunct private company.

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Voluntary Liquidation

1. Shareholders' Voluntary Liquidation

The shareholders of a company can apply for voluntary liquidation for canceling company registration with the Companies Registry according to the Companies Ordinance, after paying up all outstanding liabilities.

2. Creditors' Liquidation

When the directors of the company believe the company is unable to pay-off its debts, the creditors can apply for liquidation of the company according to the Companies Ordinance.  According to the section 178 of Companies Ordinance, the definition of inability to pay debts is:

  i)  If a creditor, by assignment or otherwise, to whom the company is indebted in a sum then due equal to or exceeding the amount of HK$10,000, has served on the company, by leaving it at the registered office of the company, a demand under his hand requiring the company to pay the sum so due, and the company has for 3 weeks thereafter neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor; or

  ii) If execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part; or

  iii) If it is proved to the satisfaction of the court that the company is unable to pay its debts, and, in determining whether a company is unable to pay its debts, the court shall take into account the contingent and prospective liabilities of the company.

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Compulsory Liquidation by Court

A limited company may be wound up by the Court according to section 177 of Companies Ordinance.

For more information about company winding-up, please contact us.  We can provide you the most suitable solution on the issues.

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Relevant websites:

Company Registry

Indand Revenue Department-Bussiness Registration

Official Receiver's office

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