18 Mar 2009
What is it?
Apply to Companies Registry (CR) to remove the
company from register as an active company.
What is the difference between deregistration
They are different methods of dissolving a company.
Winding-up is a procedure in which the affairs, assets and liabilities of
a company are concluded, wound-up, processed with the intention to return
(if any) remaining value to its members. Assets are sold off or
reclaimed and liabilities repaid before returning remaining monies to the
shareholders. Different winding-up procedures are covered in a
Notwithstanding possibility of requiring an audit prior to apply for
deregistration, deregistration provides a cheaper and in most circumstances
a quicker mean to
dissolve the company.
Striking off is used by Registrar of Companies to remove the name
of a defunct company from the register.
How to apply for deregistration?
Your company must meet all of the following conditions:
- A solvent company incorporated under Companies Ordinance, other than those
companies specified in
section 291AA(16) or registered under Part XI of the same Ordinance.
- All members and shareholders of the company must agree to the
- It has not commenced business or operation, or has since ceased business or
operation at least 3 months before
- Has no outstanding or remaining external liability or debt.
- Receives written notice of no objection to deregistration from the
Commissioner of Inland Revenue.
How long does it take to dissolve a
company by deregistration?
About 5 months - from the time a no objection to deregistration is
received from the Commissioner of Inland Revenue and filing it with form DR1
Note all bank accounts must be closed prior to the company being
dissolved. Failing to do so may require a court order and legal
expenses to recover monies therein.
Do I still need to file Annual Return (AR)
after applying for deregistration?
Yes, the company must continue to file annual return until the company has been declared
dissolved by CR.
Note all companies must comply with its obligations
under Companies Ordinance prior to being dissolved.
Do I still need Business Registration
Depends. One possible scenario in which the BR can be cancelled by IRD
prior to its renewal is that when its next renewal date (note not payment due date)
is after an application for no objection has been
filed with Inland Revenue Department.
Note any remaining fee on existing BR certificate on dissolution of the company cannot be refunded.
I am a creditor of a company that has been
deregistered, what can I do?
Legal recourse is available to restore or reinstate the company through
courts of law.
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