If you've incorporated a company in Hong Kong, it's important to understand how essential it's to remain up so far with the annual filings. Companies aren't allowed to only simply stop their company filings, albeit the company is close to being deregistered. The Hongkong government doesn't automatically just cross off a company. In Hong Kong, to deregister a business, you'd need to follow the right procedure for filing the acceptable forms and notifying the Company Registry in Hong Kong.
Keeping in mind that your business is no longer functional, and it doesn't have any liabilities or debts, you'll deregister the business. Closing a company in Hong Kong includes some specific steps to follow and documents to submit. Moreover, the processes may take months to finish, while the value of those processes depend entirely on how the company is being closed.
Anyway, life happens, businesses change and things continue. So, if you've concluded that you simply do not want your Hong Kong Private Limited Company, continue reading to know all about closing a company in Hong Kong.
As mentioned above, albeit it'd seem the foremost sensible thing to try to do, unless it's entirely unavoidable, you ought to avoid closing a company in Hong Kong. But if you want to continue to want to shut it, your company has to be eligible to shut down also. The common reasons why a business in Hong Kong is often closed are:
Other than these reasons, the government of Hong Kong wouldn't accept any request in Hong Kong to deregister a company. To deregister a company means to shut it or to liquidate it. In conventional terms, it's referred to as the liquidation of a company.
Moreover, there are three methods where a company gets dissolved: deregistration, striking off and completing. albeit the three processes cause the dissolution of the company, each follows a significantly distinct method.
A defunct solvent company is often dissolved easily which meets the demands by applying for the deregistration process. This process falls under section 750 of the Company Ordinance. Overall this method is the most straightforward thanks to closing a company.
The closing of a company in Hong Kong via the deregistration process means to completely close the company that's not functional. aside from this, the company shouldn't have any debts or liabilities, which might mean it's a solvent company. If you're making the appliance in Hong Kong to deregister your company, you would like to see if your business meets the subsequent obligations:
Other than this process, there are two others that also eventually end in the dissolution of the business. One is winding up the business, and therefore the other is striking off of the business.
Under any condition or circumstance where the company Registry feels that the business isn't operational or isn't winding up any business, they might strike the name of the company from the Company Registry. And as soon as the name of the firm gets struck off the Company Register, it might be dissolved. Striking off may be a jurisdiction bestowed on the Registrar, a company cannot apply for striking off.
Another process of closing a company in Hong Kong is winding up. It's the method of settling the accounts of the business and eventually liquidating the assets of the business to form the distribution of the entire assets to its members and dissolving the company. Moreover, there are two paths to finish up the business for closing the company in Hong Kong – compulsory wind up or voluntary wind up.
The voluntary winding up of the company is often initiated by the creditors or the members (shareholders). The government itself proceeds the compulsory winding up method, and it takes place when the Hong Kong Court orders the compulsory winding up of the company.
In Hong Kong, to deregister a company, it's to be a local private company by guarantee or a local Limited company. This is often since these are the sole sorts of businesses that have the eligibility to urge deregistered. Aside from this, the company has to be listed within the Companies Ordinance either under section 749(2) or the Part XI. Moreover, the company has to even be a firm that's a solvent business.
Now that it's clear what the various processes of closing a company in Hong Kong are, allow us to now understand more about the deregistration process of a defunct solvent company since it's the simplest, and the easiest method. There are a couple of steps that need to be followed when talking about the method of the deregistration of a business which is explained in short below:
First, it's vital to use for the “Notice of No Objection to a company being Deregistered.” It's also called the “Notice of No Objection,” and it's obtained from the Commissioner of the Inland Revenue Department. To request this, you'd need to fill out the application form which will be obtained from the agency that helped you with the startup in Hong Kong.
A company has the right to request for the “Notice of No Objection” for the method of closing a company in Hong Kong under section 750 of the Companies Ordinance. Also, as per the section 88B of Inland Revenue Ordinance, an invitation that has been made by an individual who is entitled to use for the private company’s deregistration under section 750 of the Company Ordinance, the Commissioner of the Inland Revenue Department might issue a written notice stating that there's no objection regarding the company being deregistered.
Who can make the request?
The request is often made only by:
The normal time for the processing of the issue of the No Objection notification in Hong Kong to deregister a company is about 21 working days. The time starts from the lodgement date for the notification by the submission of a legitimate application alongside the payment of the prescribed fee.
The earliest an individual can obtain the demand notice is within 14 days. But just in case an applicant wants it much before this date, they might need to submit the finished form and provide the text to the Deregistration Section at 11/F Revenue Tower, Hong Kong. During this case, a requirement note would be issued on the subsequent day of the payment. This is often since the Department would only start the processing of the request upon receiving the confirmation of the relevant fee receipt.
And the notice of no objection to a business would be issued by the Commissioner of the Inland Revenue Department for the issuer to travel ahead in closing the company in Hong Kong. This may only be issued if the company has no outstanding liabilities and tax matters. Otherwise, the business would instead get a notification stating the obligations or issues that are outstanding.
As soon as all the outstanding things are cleared, the applicant would be ready to re-submit the appliance for the completion of the notification. Also, there wouldn’t be needing to pay the fee on the re-submission.
Once you proceed with deregistering a company, you'd to submit the ultimate accounts of the company up until the cessation date (last day of business) for the company. These company accounts would state the last financial period of the company, and show the IRD that the company has cessed business activities thereafter.
The importance of this cessation date is additionally as regard to the IRD for issuing the Profits Tax Returns (PTRs) for the company, and any provisional tax held over. Note that the IRD won't invite subsequent year’s provisional tax within the case of a company’s final accounts for de-registration. Otherwise, you'll state to the IRD once you receive the tax note that the company has ceased business and can de-register.
For companies conducting business overseas and have applied for the profits tax exemption, the company’s accounts also are important, because the IRD may send a Tax Query Letter with regard to the profits exemption during the de-registration process. This letter will contain questions and requests for documents for the company’s tax exemption claim. If the company doesn't respond or provide sufficient evidence, they might not be ready to de-register successfully. During this case, it's better to supply sufficient information and documents to the IRD.
The IRD Commission would issue the notice of No Objection only if:
In case any of the mentioned conditions aren't satisfied, the company wouldn't be ready to obtain the notice of no objection. So, it's better to cross-check this stuff and confirm your business meets the wants before closing the company in Hong Kong.
After the company obtains the “Notice of No Objection” from the IRD, it can further proceed with closing the company in Hong Kong. This will be done by posting the notification within the company Gazette.
Other than this, the subsequent documents need to be submitted to the Company Registry.
This has to be done within three months from the date of issue of the Notice of No Objection:
A correctly finished form for closing the company in Hong Kong alongside the fee. the company has to be a company Limited by Guarantee or a personal Company.The original print of the “Notice of No Objection” from the IRD commissioner.Any other documents or information which will be requested by the CR of Hong Kong associated with the application to deregister the company.
All the documents’ original copies need to be submitted within the text form. And for those applications that are delivered via the e-Registry, the hard copies might still be needed by the director, company secretary or the applicant of the company.
After the documents are submitted to the CR, the ultimate steps for closing the company in Hong Kong begin. The steps that happen are:
Now that you simply know all about the method in Hong Kong to deregister a company, there are many other things that need to be kept in mind. the subsequent would assist you to determine the additional points that are vital:
Here are other points which will assist you understand the method of closing a company in Hong Kong:
It has been mentioned above that the No Objection Notice can take up to 21 days to a month for obtaining it. While the other processes take up to five months. This makes a complete timeline of about 6 months for closing a company in Hong Kong. In short, to possess a Hong Kong company officially struck off the Company Registry takes about 6 months in total.
The time required is long as most of the time interval is taken by the Inland Revenue Department and the Company Registry. The time here is taken to think about and approve the application for closing a company in Hong Kong. Moreover, if there's a deadline to finish the method, there's a small room to expedite the method. This is often since they provide about 3 months to the general public for objecting within the deregistration of the business in any case the opposite processes have been completed.
Hence, if you're close to deregistering your company in Hong Kong , you would like to be prepared to possess tons of patience.
Before we conclude, there are other options which will be adopted rather than closing a company in Hong Kong with the deregistration process. you'll either prefer to “put it on ice” for about one year or maybe more till you're able to use the company again. This is able to mean that you simply make the company dormant, as in most cases of inactivity of a company.
With this, you'd be ready to keep the company name alongside the ownership of the assets like the property within the company or the important estate.
This also includes holding the opposite agreements and therefore the contracts with you albeit the company is at any pause. But if you deregister the company , you'd not be ready to get rid of these things back once you restore it. If the company has been dormant, you'll quickly start the business again from where it paused by using the choice of re-activating the company . And after this, you'll still have the same operations as before.
But if you've decided that the company would never need to be restored and you're through with it, you'll plow ahead with the method of closing the company in Hong Kong . But the deregistration process needs a number of the required know-how and compliances with the various legal requirements and terms. Hence, it's advised to require professional help from a workplace like our company to finish the method of closing your company in Hong Kong without much hassle. Connect with our company today to understand more about the method and implement the thought soon!