Hong Kong Company Deregistration Guide: Process, Fees, Requirements and Required Documents

Deregistering a company is a necessary step in legally winding up the business when it is no longer operating. In Hong Kong, deregistering a limited company requires meeting certain conditions and following government-mandated procedures. This article will introduce in detail the process, fees, requirements and required documents for Hong Kong company cancellation to help business owners successfully complete the cancellation procedures.

1. Basic requirements for canceling a Hong Kong company

Before submitting a cancellation application, the company must meet the following conditions:

1. The company has ceased operations and no longer conducts any commercial activities.
2. The company has no outstanding taxes, including profits tax, salary tax and other fees payable.
3. The company has no outstanding legal obligations such as unfiled annual returns or financial statements.
4. All shareholders agree to cancel and sign the resolution.
5. The company has no outstanding debts or legal proceedings.

2. Process of canceling Hong Kong company

Step 1: Directors and shareholders resolve to cancel

The company needs to convene a general meeting of shareholders and pass a cancellation resolution. All shareholders need to attend the meeting or sign the resolution and agree to the resolution to cancel the company.

Step 2: Apply for a Notice of No Objection

The tax bureau will examine whether the company has outstanding taxes. If there are no problems, it will issue a "Notice of No Objection to Cancellation". This process may take 3 to 6 months.

Step 4: Apply to the Registrar of Companies

After receiving the no-objection notice from the Inland Revenue Department, the client needs to submit a cancellation form (NDR1) to the Companies Registry, together with the government cancellation fee of $420. Publish a notice in the Government Gazette to give relevant stakeholders an opportunity to raise objections. If there is no objection, the Companies Registry will officially cancel the company.

Step 5: Formal Dissolution

Once the Registrar of Companies approves the deregistration application, the company will be deemed to be officially dissolved.

3. Cost of canceling a Hong Kong company

Deregistering a company involves different fees, which mainly include:

Company deregistration application fee (Companies Registry) - HK$ 420

Application for Notification of No Objection (Inland Revenue Department) - HK$ 270

Accountant or company secretary service fee - HK$ 1,000 - HK$ 5,000 (depending on service scope)

4. Documents required to cancel Hong Kong company

The following documents are required to successfully submit a cancellation application:

1. "Application for Registration Cancellation and Dissolution" (NDR1 Form)
2. Company shareholder resolution (proof that all shareholders agree to cancel)
3. Notice of No Objection to Cancellation (issued by the Inland Revenue Department)
4. Latest annual return (if applicable)
5. Company’s most recent financial statements (if applicable)

5. Company cancellation vs. liquidation: What is the difference?

Many people are not clear about the difference between "cancellation of a company" and "liquidation". The two are actually different legal procedures.

Cancellation of a company is suitable for companies that have ceased operations and have no outstanding debts. The procedure is relatively simple and the cost is relatively low. It generally takes six to nine months to complete. Liquidation is applicable to situations where the company still has outstanding debts and is unable to operate normally. It usually requires judicial proceedings through the High Court. The process may take a year or more and is costly.

If the company still has debts or is unable to repay loans, then cancellation will not be a suitable option and the company must be dissolved through liquidation proceedings.

6. Impact of canceling Hong Kong company

Once a company is deregistered, the company name will be removed from the Register of Companies, which means that the company will no longer have legal status and will not be able to continue any business activities. In addition, all company bank accounts will be frozen or closed and any outstanding business contracts will become void.

If the business owner still wants to run the business in the future, he will need to register a new company. There is no way to restore a canceled company.

7. How to make company cancellation easier?

Since the process of deregistering a company involves multiple government departments and all statutory requirements need to be ensured, many businesses choose to hire a professional company secretary to handle the entire process to avoid delays or fines due to missed documents or procedural errors.

If your company needs to be deregistered, a professional company secretary can assist you in preparing documents, submitting applications and handling the entire process to ensure that all legal requirements are met, making the deregistration process a breeze.

• *If you have any questions about canceling your company, please contact us. We will provide professional advice and services to help you successfully complete the cancellation process! **