Hong Kong Company Dissolution – Closing a Hong Kong Company

A Hong Kong limited company can be dissolved either by de-registration or liquidation.

De-registration is quicker, cheaper and easier for closing a company in Hong Kong.

There are many reasons a company may need to file for dissolution beyond simply ceasing trading or maybe not even getting started.

Irrespective of the reason it is very important to take the necessary steps to dissolve the company correctly, don’t just leave it and walk away.  As a Director you need to comply with regulations as well as protect yourself from potential risk and fines.

The most cost-effective way or properly closing a Hong Kong Company that is solvent is a process called De-registration. This is done under s291AA of the Companies Ordinance.

All the members of the Company must agree
– The Company hasn’t had any operations for 3 months
– There are no outstanding liabilities
– There is a tax clearance letter “Notice of No Objection” from the Inland Revenue

This is fairly straightforward but sometimes needs a cover letter to explain any of the circumstances for clarity.

Once the above conditions are satisfied, application for deregistration will be made to the Companies Registry

We strongly suggest using our registered address and company secretary service during the application for de-registration.

Having your Hong Kong company Dissolved

Having your Hong Kong company voluntarily dissolved rather than struck off by the Companies Registry has many advantages:

• Maintains the company’s directors and shareholders reputation for future business ventures.
• It is a straightforward process compared to company liquidation
• It avoids formal investigation into the conduct of the directors as required in liquidation or receivership.
• It avoids the costs of liquidation, fees and expenses

De-registration of a Hong Kong Limited Company

The Directors or the shareholders of a Hong Kong Limited company can apply for the de-registration of the company.

Until the company is de-registered and dissolved, the company is still required to observe its statutory obligations under the Companies Ordinance.  These include the delivery of annual returns, notices of change of address of registered office, change of company secretary and directors and their particulars.

Procedure for De-registering your Hong Kong Company

Application for de-registration requirements:

• All shareholders of the company agree to the de-registration
• The company has not commenced operation or business;  or
• has not 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 situated in Hong Kong
• If the company has commenced any business, the company had completed the required accounting and auditing.
• Tax issue shall be completed and agreed by the Inland Revenue.

A company that complies with the above requirements can apply for consent to de-registration to the Inland Revenue Department.

If satisfied, The Inland Revenue Department will issue a Letter of No Objection.

Where a company has commenced business, the Inland Revenue Department can request the final audited accounts for tax clearance before issuing the Letter of No Objection.

Once the no objection letter from the Inland Revenue Department is received, the company can apply for de-registration with the Companies Registry.

The Companies Registry will:

• Issue an acknowledgement letter within one month, and
• Advertise the company’s name in the HKSAR Gazette

If no objection is raised within three months of the advertisement in the HKSAR Gazette, the company will be de-registered.

To start the process and to enable us to give a precise quote we require copies of the company documents, please upload: Company Documents

We will then inspect the company file at the Companies Registry in Hong Kong.