Company liquidation and deregistration

Shareholders planning to terminate a company need to be aware of the complex legal processes that must be undertaken in Hong Kong. Failure to complete these appropriately may result in violations of the relevant legislation.

 

MarbleConsultants offers a professional service to assist shareholders to terminate their company effectively and comply with all required legislation.

 

There are two routes to liquidating a company. Firstly, by winding up using an appointed liquidator. Secondly, in some circumstances deregistration is possible. This is a relatively simple, inexpensive and quick procedure for dissolving defunct private companies. 

Hong Kong company liquidation (winding up)

There are three methods for dissolving a limited company in Hong Kong. These are members’ voluntary liquidation, creditors’ voluntary liquidation and compulsory liquidation by the court.

 

1. Members’ voluntary liquidation
The following conditions must be met

• Complete set of account records
• Consent from the majority of shareholders passed by a special resolution
• The company’s ability to repay debts
• A liquidator is appointed to monitor and handle the entire liquidation process

2. Creditors’ voluntary liquidation
The following conditions must be met 

• Complete set of account records
• The company is insolvent and unable to continue trading
• A liquidator is appointed by the creditors to monitor and handle the entire liquidation process
• The liquidator is a certified public accountant or lawyer

3. Compulsory liquidation by the court
Statutory liquidation is petitioned by the court. The following conditions apply

• The company itself, its creditors, the Company Registrar or Official Receiver can be petitioned for liquidation.
• The court will appoint a liquidator after the liquidation order is issued.
• The Official Receiver can also act as a provisional liquidator.
• The process involves multiple meetings with directors, shareholders and creditors.   

Deregistering Hong Kong companies

 

Deregistration is a relatively simple way to dissolve a limited company. However, this procedure is only possible if a company has no debt and has never been in business or ceased operations more than three months before the application.

 

According to Hong Kong Companies Ordinance Chapter 32 of the 291 provisions, to apply for company deregistration from the Companies Registry the following conditions must be met:

 

• All shareholders agree
• The company has no operations or business, or the company ceased operations more than three months from the deregistration application date
• There are no outstanding debts, including government licensing fees and taxes
• The company has sold all inventory, real estate properties securities
• The company has submitted annual returns for the year
• A ‘written notice of no objection’ is obtained from the Commissioner of Inland Revenue

Our services

MarbleConsultants are specialists in assisting clients with the liquidation and deregistration processes. Our extensive case experience underpins our professional service helping clients to smoothly terminate their companies. We follow all procedures from drafting deregistration papers and minutes until the company’s deregistration date.

We advise clients throughout the process and provide practical support such as verification of all the required documentation within fast timescales. We also manage financial escrow requirements and will submit relevant documentation to the Hong Kong Inland Revenue department and Companies Register. 

 

Why choose MarbleConsultants?

Whether a compulsory or voluntary liquidation our consultants’ extensive knowledge and experience will assist you throughout the process.

 

Our legal and accounting expertise ensures that MarbleConsultants provide clients with an effective understanding of complex issues. We work with clients to provide a sensitive, precise service that supports you from beginning liquidation to the company’s deregistration date.  

Frequently asked questions