Deregistration / Cancellation of Business Registration
Cancellation of Business Registration
If you cease your business or any branch business you must notify the Business Registration Office in writing within 1 month of the date of cessation. Your business registration number/branch registration number, name, address and date of cessation should be stated clearly in the letter. You should also advise your correspondence address after cessation and contact telephone number. Please remember that the business registration fee and levy must be paid up to and including the year in which the business has ceased.
Every company incorporated in Hong Kong under the Companies Ordinance (Cap.622), whether or not in operation, shall be deemed to be a person carrying on business and is required to take out a business registration certificate annually until the company is dissolved or deregistered under the Companies Ordinance.
In the case of a limited company in liquidation, you should also forward a copy of the special resolution for liquidation. Upon submission of the documents required, the Commissioner will consider suppressing the issue of further demand notes for business registration fees and levy in respect of the years subsequent to that in which the winding-up commenced. In any event, the fee and levy must be paid up to and including the year in which the winding-up commenced.
Every limited partnership fund registered under the Limited Partnership Fund Ordinance (Cap.637), whether or not in operation, shall be deemed to be a person carrying on business and is required to take out a business registration certificate annually until the fund is dissolved or deregistered under the Limited Partnership Fund Ordinance (except those continue to carry on business in Hong Kong). Upon dissolution / deregistration of the limited partnership fund, the general partner / authorized representative / investment manager must notify the Business Registration Office in writing within 1 month of the date of the dissolution / deregistration. The business registration number, name, address and date of dissolution / deregistration should be stated clearly in the letter. If the fund continues in existence in the form of a partnership after the deregistration and carries on business in Hong Kong, the partnership is required to take out a business registration certificate annually up to and including the year of cessation. You should also advise the correspondence address of the fund after dissolution / deregistration or the business address of the partnership (if business continues) and your contact telephone number. You can either submit the notification of cessation in person or by post.
7 Conditions for Issuing a Notice of No Objection
1) The company has never opened or has ceased operations;
2) The company will not start/re-open for business;
3) The company has sold all inventories, properties and securities;
4) The company has no outstanding taxes including profits tax, property tax, stamp duty, business registration fees and penalties and court costs related to such taxes;
5) The company has no outstanding obligations under the Inland Revenue Ordinance, including failing to return the tax return issued by the Inland Revenue Department, notifying the Commissioner of Inland Revenue in writing that the company is taxable for any year of assessment but has not received the tax return for the relevant year;
6) The company has not yet responded to any enquiries that have been issued by the Inland Revenue Department; and
7) There are no outstanding objections or appeals to the company's assessment.
From experience, applicants usually fail to obtain a No Objection Notice because they have not filed a tax return or paid a fine. Therefore, before applying for a No Objection Notice, the company must confirm that the above 7 conditions have been met.
The difference between winding up and deregistration
The ultimate goal of deregistering or winding up a limited company is to close a company according to legal procedures. As for which method to choose, the key factor is whether the company needs to sell assets to repay debts and distribute assets, and whether it meets the requirements relevant legal requirements.
If the company ends with no debt and no need to distribute the remaining assets, shareholders generally choose to dissolve the company in this way, because the costs involved are cheaper and the legal process is much simpler than liquidation.
Winding up involves the sale of company assets and repayment of debts before the company is formally dissolved. The procedures and time required are more complicated than deregistration.