Note:
Re-domiciled companies will be regarded as companies incorporated in Hong Kong with effect from the date of re-domiciliation and will be required to comply with all the relevant filing requirements under the Companies Ordinance in the same manner as a company formed and registered under the Companies Ordinance unless otherwise specified.
No. Only a local private company or a local company limited by guarantee, other than those companies specified in section 749(2) of the Companies Ordinance, may apply for deregistration. The company must be a defunct solvent company.
The company must meet the following conditions before making an application for deregistration:
- all the members of the company agree to the deregistration;
- the company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
- the company has no outstanding liabilities;
- the company is not a party to any legal proceedings;
- the company’s assets do not consist of any immovable property situate in Hong Kong;
- if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong; and
- the company has obtained a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue.
An application for deregistration in a Form NDR1 should be delivered to the Registrar of Companies, within 3 months from the date of issue of the Notice of No Objection, together with the required fee and the Notice of No Objection.
Please refer to the information pamphlet on Deregistration of a Defunct Solvent Company (pdf format) for details.
Yes. A company is required to file Annual Returns and observe its obligations under the Companies Ordinance until it has been dissolved. Failure to do so will make the company liable to prosecution.
A letter acknowledging receipt of the application for deregistration will be issued by the Companies Registry in about four working days. Please contact the Business Registration Office of the Inland Revenue Department on (852) 2594 3146 for matters relating to business registration.
Please contact the Business Registration Office of the Inland Revenue Department on (852) 2594 3146 for details.
You should notify the Companies Registry, by way of a letter, of any changes in the addresses of the presentor, applicant or the nominated person to facilitate future communication. In addition, if the address of the company's registered office has been changed, you should deliver a Form NR1 to report the change; if the addresses of the directors have been changed, you should deliver a Form ND2B to report the changes.
Information Sheets relating to the publication of Gazette Notices under sections 751 (1) and (3) of the Companies Ordinance will be placed on the public records of the company. You may conduct a company search through the Companies Registry's e-Search Services under the e-Services Portal or at its e-Services Centre on the 13th floor of the Queensway Government Offices, 66 Queensway, Hong Kong. You can use the business registration number to conduct a search on the document index to find out whether the Information Sheets have been filed. Government Gazettes are normally published on Fridays. Usually, the Gazette Notice under section 751(1) will be published in 3 weeks after the date of the Companies Registry acknowledging receipt of the application for deregistration.
You may view the Gazette at the website of the Government Logistics Department (Website : www.gld.gov.hk/egazette).
An application can be made to the Court of First Instance for the restoration of the company pursuant to section 765(2) of the Companies Ordinance. You are advised to seek legal or other professional advice regarding the application procedure.
Once the company has obtained a court order and provided that the documents delivered are in order, it will normally take about 2 months to restore a deregistered company.
Yes, but the company will be required to change its name within 28 days after it has been restored.
You may conduct a company search through the Companies Registry's e-Search Services under the e-Services Portal or at its e-Services Centre on the 13th floor of the Queensway Government Offices, 66 Queensway, Hong Kong. You can conduct a company name search and then proceed to view the basic company information of the company which will indicate if any such action has been taken against the company concerned. If the result is positive, you may also check the document index to see if any information sheets or documents regarding such action are available for inspection. For related information, you may also view the Gazette Notices at the website of the Government Logistics Department (Website : www.gld.gov.hk/egazette).
All of them will result in the dissolution of a company.
Winding up is the process of settling the accounts and liquidating the assets of a company for the purpose of making distribution of the net assets to members and dissolving the company. The procedures are laid down in Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
A defunct solvent company which meets the required conditions (see Q1 and 2) may be dissolved by applying for deregistration under section 750 of the Companies Ordinance. Deregistration is a relatively simple, inexpensive and quick procedure for dissolving defunct solvent companies.
As for striking off, the Registrar of Companies may strike the name of a company off the Companies Register under Division 1 of Part 15 of the Companies Ordinance where the Registrar has reasonable cause to believe that the company is not in operation or carrying on business. The company shall be dissolved when its name is struck off the Companies Register. Striking off is a statutory power conferred on the Registrar, a company cannot apply for striking off.
An aggrieved party (e.g. a creditor) may apply to the court for an order to restore the company. You are advised to seek legal advice regarding the application procedure.
A company dissolved by striking off by the Registrar of Companies may apply for restoration by court order or by administrative restoration.
For restoration by court order, an application can be made to the Court of First Instance pursuant to section 765 of the Companies Ordinance. You are advised to seek professional advice regarding the application procedure.
For administrative restoration, see Q16-20.
"Administrative restoration" is a process to administratively restore a company to the Companies Register by the Registrar of Companies. For more information on administrative restoration, please refer to the “Guidance Notes on Application for Administrative Restoration”.
No. To be eligible for administrative restoration, the company's name must have been struck off the Companies Register by the Registrar of Companies and the company must have been dissolved consequently. A company which was dissolved by way of deregistration or winding up cannot apply for administrative restoration.
No. For a dissolved local company, an application must be made within 20 years after the date of the dissolution. For a non-Hong Kong company, an application must be made within 6 years after the date of the striking off.
The persons who can apply to the Registrar of Companies for administrative restoration are:
- for a dissolved local company, a person who was a director or member of the company; and
- for a non-Hong Kong company, a person who is a director or member of the company.
The Registrar will usually require the production of the written authorizations of the members of the company for making the application.
The conditions for administrative restoration are:
(a) for a dissolved local company
the company was in operation or carrying on business at the time its name was struck off the Companies Register;
if the company has any immovable property situate in Hong Kong which has become vested in the Government as bona vacantia, the Government has no objection to the restoration;
the applicant must bring up to date the records of the company kept by the Registrar of Companies; and
the Government’s costs, expenses and liabilities in dealing with the property or right during the period of dissolution, or in connection with the proceedings on the application, have been paid or reimbursed by the applicant.
(b) for a non-Hong Kong company
the company had a place of business in Hong Kong at the time of the application and at any time within the period of 6 months before its name was struck off the Companies Register; and
the applicant must bring up to date the records of the non-Hong Kong company kept by the Registrar of Companies.
The Registrar of Companies may also impose any other conditions as the Registrar thinks fit.
