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  • Writer's pictureMichael Chan - Bida & Co.

Deregistration, Striking Off and Winding Up conditions and differnce

The company must meet the following conditions before making an application for deregistration:

  1. all the members of the company agree to the deregistration;

  2. 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;

  3. the company has no outstanding liabilities;

  4. the company is not a party to any legal proceedings;

  5. the company’s assets do not consist of any immovable property situate in Hong Kong;

  6. if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong; and

  7. the company has obtained a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue

All of them will result in the dissolution of a company.

Winding up is the process of settling the accounts and liquidating the assets of a company for the purpose of making distribution of the net assets to members and dissolving the company. The procedures are laid down in Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).

A defunct solvent company which meets the required conditions may be dissolved by applying for deregistration under section 750 of the Companies Ordinance. Deregistration is a relatively simple, inexpensive and quick procedure for dissolving defunct solvent companies.

As for striking off, the Registrar of Companies may strike the name of a company off the Companies Register under Division 1 of Part 15 of the Companies Ordinance where the Registrar has reasonable cause to believe that the company is not in operation or carrying on business. The company shall be dissolved when its name is struck off the Companies Register. Striking off is a statutory power conferred on the Registrar, a company cannot apply for striking off.

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