Deregistration Hong Kong company which is not defunct but solvent private company
According to Companies Ordinance, s. 291AA , in order to deregister a private limited company in Hong Kong, it must fulfill the following conditions : -
(1) The company has never conducted any business, or ceased operation or has ceased to carry on business for at least three months, at the time when the application for deregistration.
(2) The company has no outstanding debt.
If the company has outstanding debts, it can apply for deregistration unless its corporate debt: -
(1) undertaken by its parent or affiliated companies, or the company 's founding member, director or shareholder who make commitment and settled ; or
(2) its creditors are willing to give up or waive the company's debt and the implementation of the waiver of debt covenants.
Hong Kong companies need to follow the following procedure to deregister: -
(1) Hong Kong companies need to obtain all the shareholders / members’ approval ;
(2) Go to the Hong Kong Inland Revenue Department to submit the application form ( Form IR1263 ), then apply to the Commissioner of Inland Revenue for issuing a "no objection to the Company for cancellation notice” ;
(3) once the Hong Kong Inland Revenue Department issued a notice of no objection, it shall then be submitted to the Registrar of Companies in Hong Kong together with the following documents:-
( 1 ) Hong Kong company deregistration application form ( Form DR1);
( 2 ) The Commissioner issued a notice of no objection ;
( 3 ) Provide the name and address of the applicant;
( 4 ) Waiver of debt covenants ( if applicable ).
(4) Hong Kong Companies Registry will then publish in the Gazette and states that the company filed a notice of deregistration;
(5) If the Companies Registry, within 3 months after the publication on the Gazette, receive no objection to the deregistration, the Companies Registry will further publish in Gazette again, issue a second notice which states that it formally withdrawn the registration of the company.