Hong Kong Company Liquidation/Deregistration

Shareholders usually are not familiar with the related formalities when planning to terminate the company, so this may possibly result in the breach of relevant laws due to ignorance, and if the infractions are severe, they could lead to arrest or impact future exit and entry of Hong Kong.

GIB's services cover all sectors in company liquidation/deregistration, and with extensive knowledge and experience, we can help a shareholders to terminate their company successfully through our professional service.

Hong Kong Company Liquidation

Hong Kong Company Liquidation can be divided into Voluntary Liquidation by Shareholders or Creditors, and Statutory Liquidation by the Court.

• Voluntary Liquidation by Shareholders
  Voluntary Liquidation by Shareholders shall be conditional in the following:
  • Account book of company is complete
  • Consent is obtained from a majority of shareholders through extraordinary resolution passed at meetings of shareholders
  • The company is solvent
  • A liquidator must be appointed to monitor and handle the whole process of liquidation
• Voluntary Liquidation by Creditors
  Voluntary Liquidation by Creditors shall be conditional in the following:
  • Account book of company is complete
  • The company is insolvent and cannot continue operation
  • A liquidator of the company is appointed by creditors to monitor and handle the whole process of liquidation
  • This liquidator must be a certified public accountant or solicitor
• Statutory Liquidation by Court

  Liquidation petitioned by the court is a statutory liquidation. The company itself, its creditors, the Company Registrar or the Official Receiver can be petitioned for liquidation. After the order of liquidation is issued, the court will delegate a liquidator, and the Official Receiver can also act as temporary liquidator; the whole process will involve more than many meetings of directors, shareholders and creditors.

Hong Kong Company Deregistration

Under Section 291 of the Companies Ordinance (Cap. 32) of the Laws of Hong Kong, a company applying for deregistration with Companies Registry must meet the following conditions:

• Consent by all shareholders;
• The company has not commenced operation or business, or has ceased operation or business at least 3 months before the application of deregistration;
• No outstanding indebtedness, including governmental license fee and tax;
• The company is not a party to any legal proceedings;
• The company has no immovable property situate in Hong Kong;
• If the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong; and
• Obtain the Written Notice of No Objection issued by the Commissioner of Inland Revenue.

In addition, if someone has an objection to this deregistration, he/she can file application for re-registration with the court within 20 years from the effective date of deregistration, when the court shall order the Companies Registry to resume business of the deregistered company.

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