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Deregistration of Defunct Private Companies

Ⅰ、   Deregistration:
According to the Hong Kong Companies Ordinance, since November 11, 1999, Hong Kong has no disenroll program any more, and is replaced by a program called “Deregistration”, that is deregistration of company.
Upon dissolution of the company, all the company’s property (including credit balances in the company’s bank account) will vest in the Government of the Hong Kong Special Administrative Region as bona vacantia. You should seek advice from your lawyer or other professional adviser on the disposal of the company’s property before making an application to ensure that all its property has been properly disposed of prior to its deregistration.
Ⅱ、   Under the following circumstances can a Hong Kong Company be deregistered:
1.   The company has never commenced business or operation, or has ceased to carry on business or ceased operation for more than 3 months;
2.   The company has no outstanding liabilities;
3.   All the members of the company agree to the deregistration
Remarks: If the company has records of transactions, assets and liabilities, the liquidation process to close company and deregistration should be made as stipulated in Hong Kong’s law.
Ⅲ、   Customers should provide the following materials:
1.   The full set of company’s documents
2.   The copies of the identification of shareholders and directors and their contact information;
3.   Auditor’s report (Every company applying deregistration should summit auditor’s report to the government, but only the companies which has never commenced business from set-up to the time of applying deregistration do not need to summit it. If someone opposes or lodges a complaint in the period of deregistration, the government will require the company to provide other relevant documents.)
Ⅳ、   Applying time:
Apply at any time. Please note that if you apply deregistration before annual return, annual return is unnecessary; if in the period of annual return, you should apply deregistration after annual return.
Remarks: Until the company is deregistered, the company is still required to observe its obligations under the Companies Ordinance, including summiting the annual report and the notice of registered office location address.
Ⅴ、   Processing time:
8-10 months
Ⅵ、   Customers should provide the following materials
1.   Board minutes of agreeing to the deregistration of the company
2.   Request for a notice of no objection of the deregistration
3.   A notice of deregistration issued by Inland Revenue Department
4.   Application of the deregistration of defunct private companies
5.   Receipt from Companies Registry
6.   A notice of closing business from Inland Revenue Department
7.   Confirmation of deregistration from the Companies Registry

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