Company Deregistration, Striking Off and Winding Up

Q1. What are the requirements for making an application for deregistration?

Answer: The company must be a solvent private company incorporated under the Companies Ordinance, other than those companies specified in section 291AA(16) or registered under Part XI of the Companies Ordinance, and meet the following requirements:-

All the members of the company agree to the deregistration;

The company has never commenced business or operation, or has ceased to carry on business or ceased operation for more than 3 months immediately before the application

The company has no outstanding liabilities; and

It has obtained a written notice of no objection from the Commissioner of Inland Revenue.

Q2. Why can't a company limited by guarantee apply for deregistration?

Answer: Pursuant to section 291AA of the Companies Ordinance, only defunct solvent private companies can apply for deregistration. A company limited by guarantee should proceed with winding up according to the procedures laid down in Part V of the Companies Ordinance.

Q3. Can I submit an application for deregistration by fax?

Answer: No. You can submit your application by hand or by post.

Q4. I have applied for the deregistration of my company. Do I need to file all outstanding Annual Returns before submitting the application for deregistration?

Answer: Yes. A company is required to file Annual Returns and observe its obligations under the Companies Ordinance until it has been dissolved. Failure to do so will make the company liable to prosecution.

Q5. After I have submitted the application for deregistration, how can I cancel the Business Registration?

Answer: If your application for deregistration is approved, a letter will be issued in about five working days. Please contact the Business Registration Office of the Inland Revenue Department on (852) 2594 3146 for matters relating to business registration.

Q6. I have applied for the deregistration of my company. Do I need to pay business registration fee if I have already received the business registration demand note?

Answer: Not nocessary. If you just received the Business Registration Certificate within last month, it is possible that you may be exempted from paying the business registration fee. Please contact the Deregistration Section of the Inland Revenue Department on (852) 2594 1788 for details.

Q7. My company has applied for deregistration and I have changed my address. Should I report the change of address to the Companies Registry, and how?

Answer: You should notify the Companies Registry, by way of a letter, of any changes in the addresses of the presentor, applicant or the nominated person to facilitate future communication. In addition, if the address of the company's registered office has been changed, you should file a Form R1 to report the change; if the addresses of the directors have been changed, you should file a Form D2B to report the changes.

Q8. I have applied for the deregistration of my company. How can I know when the Gazette Notice has been published?

Answer: Information Sheets relating to the publication of gazette notices under section 291AA (7) and (9) of the Companies Ordinance will be placed on the public records of the company. You may conduct a company search at the Companies Registry's Cyber Search Centre on the internet or go to the Companies Registry's Public Search Centre on the 13th floor, Queensway Government Offices, 66 Queensway, Hong Kong to conduct the search. You can use the company number to conduct a search on the document index to find out whether the Information Sheets have been filed. Government Gazettes are normally published on Fridays. Usually, the first Gazette Notice will be published about 3 weeks after the date of the Companies Registry's approval letter.

Q9. Where can I find the gazette notice?

Answer: You may view the gazette at the website of the Government Logistics Department (Website : www.gld.gov.hk/egazette).

Q10. My company has already been deregistered but there is money in the company's bank account, how can I get the money back?

Answer: You may consider applying to the High Court for an order to reinstate the company under section 291AB (2) of the Companies Ordinance. You should seek independent legal advice in this respect.

Q11. How can I reinstate a deregistered company?

Answer: An application can be made to the High Court for reinstatement pursuant to section 291AB(2) of the Companies Ordinance. You should seek legal or other professional advice regarding the application procedure.

Q12. How long will it take to reinstate a deregistered company?

Answer: Once the company has obtained a court order and provided that the submitted documents are in order, it will normally take about 2 months to reinstate a deregistered company.

Q13. My company has been deregistered and the company name has been used by another company, can I reinstate the company?

Answer: Yes, but the company will be required to change its name after it has been reinstated.

Q14. How can I ascertain whether any striking off action or winding up proceeding has been taken against a company?

Answer: You can conduct a company name search at the Companies Registry's Cyber Search Centre on the internet and then proceed to view the basic company information of the company which will indicate if any such action has been taken against the company concerned. If the result is positive, you may also check the document index to see if any information sheets or documents regarding such action are available for inspection.

Q15. What are the differences between deregistration, striking off and winding up?

Answer: Their purposes are the same as all of them will result in the dissolution of a company. Deregistration is a relatively simple, inexpensive and quick procedure for dissolving defunct, solvent, private companies which can meet the statutorily-specified requirements. A defunct, solvent, private company which can meet these specified requirements can apply for deregistration. Other companies should proceed with winding up procedures as laid down in Part V of the Companies Ordinance. Striking off is an action initiated by the Registrar of Companies to strike defunct companies off the register.

Q16. I found that a company which still owed me money had been deregistered/struck off and dissolved. What can I do?

Answer: An aggrieved party (e.g. a creditor) may apply to the court for an order to reinstate/restore the company. You should seek legal advice regarding the application procedure.

Q17. How can I restore a dissolved company which has been struck off under section 290A of the Companies Ordinance?

Answer: The members of the dissolved company may apply to the Registrar of Companies for the restoration of a company under section 290A(6) of the Companies Ordinance. An application can be made by way of a letter which should include an explanation on the need for the restoration and reasons for the failure to file annual returns which had consequently led to the striking off action under section 290A of the Companies Ordinance.

Q18. How can I restore a company which has been struck off under section 291 of the Companies Ordinance?

Answer: An application can be made to the High Court for restoration pursuant to section 291 (7) of the Companies Ordinance. You should seek legal or other professional advice regarding the application procedure.