Can all types of company apply for de-registration?
The answer is No. The de-registration process is only available for Hong Kong private company or Hong Kong company limited by guarantee. To apply for de-registration, the company shall also be solvent at the moment of application.
Apart from being solvent, is there a specific requirement or threshold for de-registration?
Yes. If the company wants to make use of the simple de-registration process, the company shall observe the following rules.
- All company members shall agree to the close down
- The Company has never started business operation, or it has stopped operation for more than 3 months.
- The company must not have debts or other outstanding liabilities
- The company must not be a party in any legal proceedings
- The company shall not have immovable assets in Hong Kong
If the company decides to close, does the company need to file outstanding NAR1 form?
Yes. A Hong Kong company shall always file NAR1 form on time until the company is fully de-registered. If you do not comply with the rules, close down will not be approved. Penalty will also apply. In worst case scenario, the Government will issue summons against the company or the company director.
My company has already submitted de-registration forms. However, I have changed a new address. Do I have to inform the Companies Registry?
Yes. You have to inform the Hong Kong Companies Registry in writing if you have a new correspondence address. If the company decides to change its registered office during the close down process, the company shall also file NR1 form in the prescribed time frame. If the director has a new address, then the company shall file the ND2B. A company shall comply with Chapter 622 of the Ordinance until the application is finalized.
My company has already started the de-registration process. How can I confirm the notice has been published in the Gazette?
As per the Companies ordinance, close down notice has to be placed in Government Gazette. If you want to find out whether the notice has been published, you can visit the Public Search Centre in the Companies Registry office. You can conduct a search in the system index. For easy reference, Government Gazettes are normally published on Friday so you can check it on a weekly basis
What is the difference between de-registration and winding up?
Both actions will result in close down of the company. Winding up is usually more expensive. It includes liquidating assets of a company, and the company shall distribute its assets to members or creditors. Winding up can be voluntary or non-voluntary. Conversely, a solvent company can choose to de-register in accordance to section 750 of the Company law in Hong Kong. While the process can take up to 5 – 8 months, it is relatively simple and cheap.
I closed the company by mistake. Can I restore a de-registered company?
Yes. It is possible to restore a company, but it can be costly and difficult. You can hire a lawyer and make an application to the Court. A court order is needed for this action.
How long does it take to restore a de-registered company?
Once the company obtains a court order, the process takes around 2 months. If the company name has been taken by another entity, you have to change name in 28 days.
I heard that I can restore my “de-registered company” by administrative restoration. Is court order still mandatory?
Administrative restoration only applies to company which has been struck off by the HK government. Hence, this option is not available to company which is closed by de-registration.
I breached the company law and my company has been struck off by the Companies Registry. Can I restore it by administrative restoration?
Yes. If your company has been struck off by the Government, you may be able to restore it by administrative restoration. To apply, you must be a director or a member of the company.