Deregistration of a company

  • Updated

Prerequirites

Hong Kong companies that wish to deregister must meet certain conditions, including the following ones:

  • The members of the Hong Kong company, including shareholders and directors, must agree with the company's deregistration.
  • There can’t be any business operations within the company for three months before filing for deregistration. Companies that never started operations can also apply for deregistration.
  • The Company should not have any outstanding debts or liabilities, including pending payments to suppliers, or employees, inside or outside Hong Kong.
  • The Company can’t be involved in any legal procedures or have any legal cases against them.
  • The Company should not own any immovable property in Hong Kong.
  • The company needs to apply and obtain a “Notice of No Objection” from the Commissioner of the Inland Revenue Department in Hong Kong, this can be prepared In CAS360 when processing a company deregistration by selecting yes to the question 'Would you like to prepare the IR1263?'.

Deregistering a company

Once you meet all the above-mentioned criteria, you can apply for deregistration in just two steps.

Step 1

The first step to take under consideration for the application for deregistration is to obtain a “Notice of No Objection to a Company Being Deregistered” from the Commissioner of Inland Revenue.

This can be prepared in CAS360 when processing a company deregistration by answering Yes to the question 'Would you like to prepare the IR1263?' and the relevant fields.

Then click prepare documents.

Download and lodge the document with the Commissioner of Inland Revenue.

Step 2

Once the “Notice of No Objection" is granted, the company can proceed to the second step, which includes filling the below documents to the Registrar of Companies:

  • The “Notice of No Objection"
  • Form NDR1, "Application for Deregistration of Private Company or Company Limited by Guarantee"

Navigation 

From the Main Toolbar, go to Company. Company.png
Select the Company from the list. SelectCompany.png
Select General Details GeneralDetails.png

Instructions

Under the Company Status section, change Status to Pending Deregistration.

Screen_Shot_2021-05-25_at_3.56.52_pm.png

The Prepare Forms icon will appear.

Click PrepareForms.png

Field
Explanation
Applicant Capacity Director will be selected by default. However, you can choose a different position from the drop-down list.
Applicant
The contact name will display if the applicant is a director/alternate, company or member of the company. Otherwise, begin typing the name of the applicant and CAS 360 will begin searching the Global Contacts screen.
Applicant's Address
Address of the selected contact will display.
Question: Would you like to add a nominee? Toggle 6.png to view the following field. 
Nominee
Begin typing the name of the Nominee and CAS 360 will begin searching the Global Contacts screen.
Question: Would you like to prepare the IR1263? Toggle Yes to view the following field. 
Question: Company has ever carried on business? Toggle Yes to view the following field. 
Business Ceased Date Enter in the date the business ceased.

Questions: I confirm all declarations below are true:

  • Company will NOT resume business after application date?
  • Company does NOT have any outstanding tax liabilities?
  • Company does NOT have unsubmitted tax returns?
  • Company does NOT have any unanswered enquires from the Inland Revenue Department?
  • Company does NOT have any unsettled objections or appeals?
Question: Company has rental income not assessable to Profit Tax?
Question: Company has purchased/sold any landed property in the last 12 months?
Question: Company has unsold stock/landed property/securities? Toggle Yes to view the following field. 
Question: Company will sell the unsold stock/landed property/securities?
Cheque Number Enter in the Cheque Number of the company.
Postal Address

Enter in the Postal Address of the company. 

CAS 360 will begin searching the Global Addresses screen for the Address.

If the Address has not been previously added to the Global addresses screen, mceclip5.png will appear to add a new address.

Click image2017-5-10_17_23_57.png 

You will now be directed to the Document Production Screen

SendDocument.png

CAS 360 will automatically email the chosen documents to the Contact appearing under Send to

(The status of the document in the Document screen will be saved as Sent to Client)

DownloadAll.png

Allows users to download the chosen documents into a single PDF file. This will also save the set of documents to the document screen ready for lodgement.

(The status of the document in the Document screen will be saved as Prepared)

Upload.png Upload a file from outside of CAS 360 to be included as part of the Forms to prepare
Cancel.png Close the Document Production Screen

Forms Prepared

CAS 360 will automatically select the following document:

  • Cover Letter
  • Form NDR1
  • Directors Deregistration Meeting Minute or Resolution
  • Members' Letter of Consent
  • Form IR1263 - Request for Notice of No Objection to a Company being Reregistered (if the answer to 'Would you like to prepare the IR1263?' was yes.)

Filing

CAS 360 allows you to prepare documents and then notify Company Registar through electronic lodgement via the Documents Screen. For more information on how to do so, click here.

After the authority evaluates your documentation and finds it is in order, they will issue the Letter of Approval within five working days.

Next, the Gazette of Hong Kong will publish a notice of deregistration. If, within three months, the Company Registry doesn’t receive any “no objection” notice, the deregistration process can proceed.

A final notice regarding deregistration will be published in the Gazette, and the nominated person will be notified of the approval. After this process, which can take up to 5 months, the company is dissolved, and all its assets are deemed bona vacantia.

It is important to note that according to the rules of the Companies Ordinance, the company must comply with all its obligations until it is completely deregistered.

Updating the Company Status

Once you have lodged the Deregistration and it has been processed

From the Main Toolbar, go to Company. Company.png
Select the Company from the list. SelectCompany.png
Select General Details GeneralDetails.png

Under the Company Status section, change Status to Deregistered.

Deregistration.png

CAS 360 Company Limit

After lodging the Deregistration, you will need to deactivate the company to remove it from your subscription count.

For information on how to do this, please refer to the following article:

Deleting Companies in CAS 360

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