Deregistration, Striking Off and Winding Up

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

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.

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

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.

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

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. 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.

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

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.

Fore more information, please contact Hong Kong Corporate Formation & Management Center .