Hong Kong Company Deregistration & Liquidation

Even an experiential entrepreneur may still not be familiar with closing a business. After shareholders decide not to continue the operation of a limited company, they can apply for deregistration to the Companies Registry under the Companies Ordinance.

There is a relatively inexpensive, convenient, and original way for SMEs to terminate their business. Alternatively, they can choose to liquidate the company, where all assets are sold for cash to repay its debts. No matter which options you choose, there are numerous rules and procedures shareholders must follow, and One Success provides a one-stop solution to help you end a company with no fuss.

Deregister a Hong Kong Limited Company: the Conditions and Procedures

According to the Companies Ordinance, shareholders are allowed to deregister a limited company under the following conditions:

All members of the company agree to the deregistration

The company has no outstanding debts

The company has not started operating business or has no operation three months before applying for deregistration

The company and all its subsidiaries do not have Hong Kong real estate as assets

The company obtains the "Notice of No Objection to a Company Being Deregistered" issued by the Commissioner of Inland Revenue

When applying for deregistration, the company is not involved in any legal procedures

Our professional accountants help entrepreneurs dissolve the company with peace of mind. The process of company deregistration includes:

1. Communicate with clients closely and prepare all the necessary documents for deregistering a company

2. Submit the required documents to the Hong Kong Inland Revenue Department and apply for the "Notice of No Objection to a Company Being Deregistered".

3. Submit the Notice of No Objection to the Companies Registry and complete the remaining procedures. The Companies Registry usually takes about five months to complete

Winding-up a Hong Kong Limited Company:
a Step-by-Step Guide

As an independent legal entity, a limited company in the liquidation process will realize its assets to repay debts before officially closing. The shareholders’ debt responsibility is generally limited by the shares’ value. Therefore, the company’s outstanding debts do not affect their personal assets.

A liquidation procedure can be initiated by shareholders and creditors, which is called a voluntary winding-up. It can also be a compulsory-winding-up ordered by the High Court.

The Major Steps of Voluntary Winding-up a Limited Company in Hong Kong

  1. Shareholders pass a special resolution of voluntary winding-up and publish the information in the Gazette within 14 days.
  2. The company convenes a creditors meeting and publishes a notice in the Gazette and Chinese and English newspapers.
  3. The company’s directors call for a general meeting to make a statement on the company’s liquidation and provide a list of creditors and estimated claims amount in advance. They can nominate a liquidator to manage the company’s assets at the meeting. A supervisory committee can also be nominated to supervise the winding-up work.
  4. The directors must hand over company assets, seals, financial records, and accounts to the liquidator. The liquidator will take control of the company, and he can convene creditors’ meetings every year.
  5. After the liquidator has completed all the procedures, he will submit the liquidation records and convenes the final meeting for the company and its creditors.

FAQs About Deregistration & Liquidation of Hong Kong Limited Companies

Need Deregistration or Liquidation Service?

What are the differences between deregistration & liquidation?

Both deregistration and liquidation aim at dissolving a company. The difference is that deregistration is to dissolve the company when it is still solvent, while liquidation requires the settlement and sale of company assets to repay debts. The fee for the deregistration of a company is lower, and the procedure is more straightforward, which is used by most solvent SMEs closing their business.

Before deregistering a limited company, do I have to file the unsubmitted annual returns?

The company must deliver annual returns until it is officially dissolved.

After a limited company is wound up, do shareholders have to bear the liabilities?

After a limited company is wound up, shareholders’ debts are limited to the value of their shares. One exception is the company limited by guarantee, in which the shareholders promise to contribute a certain amount of assets to the company when the company is liquidated.

Can a deregistered company be restored?

Shareholders can apply to the Court of First Instance to restore company registration according to the Companies Ordinance.

Can an unlimited company apply for liquidation?

Only a limited company can be liquidated, and the owner of an unlimited company must bear the debts of his business.

Contact One Success

One Success Secretarial Services Limited

Unit B, 14/F, 77-87 Wang Lung St, Tsuen Wan, Hong Kong

+852-3521 0192

+852 6011 9574