Frequently asked question
Can any company apply for deregistration?
No. Only a local private company or a local company limited by guarantee, other than those companies specified in section 749(2) of the Companies Ordinance, may apply for deregistration. The company must be a defunct solvent company.
What are the conditions and requirements for a company to make an application for deregistration?
The company must meet the following conditions before making an application for deregistration:
all the members of the company agree to the deregistration;
the company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
the company has no outstanding liabilities;
the company is not a party to any legal proceedings;
Source: Compaines registry www.cr.gov.hk
the company’s assets do not consist of any 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
the company has obtained a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue.
An application for deregistration in a Form NDR1 should be delivered to the Registrar of Companies, within 3 months from the date of issue of the Notice of No Objection, together with the required fee and the Notice of No Objection.
Please refer to the information pamphlet on Deregistration of a Defunct Solvent Company (pdf format) for details.
Do I need to file all outstanding Annual Returns before delivering the application for deregistration?
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.