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, described in more detail in the section below.
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.
To do this, you must go to the Inland Revenue Department website, download Form IR1263, and fill it out.
The application to obtain the "Notice of No Objection" can be done either by a director or the company can nominate another person to do the request, such as a company secretary, a solicitor, or an accountant.
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. |
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| Select the Company from the list. |
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| Select General Details |
Instructions
Under the Company Status section, change Status to Pending Deregistration.
The Prepare Forms icon will appear.
Click
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Field
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Explanation
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| Applicant Capacity | Director will be selected by default. However, you can choose a different position from the drop-down list. |
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Applicant
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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. |
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Applicant's Address
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Address of the selected contact will display. |
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Question: Would you like to add a nominee? Toggle
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Nominee
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Begin typing the name of the Nominee and CAS 360 will begin searching the Global Contacts screen. |
Click
You will now be directed to the Document Production Screen
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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) |
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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) |
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| Upload a file from outside of CAS 360 to be included as part of the Forms to prepare | |
| 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
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. |
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| Select the Company from the list. |
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| Select General Details |
Under the Company Status section, change Status to Deregistered.
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: