Company dissolution
in Hong Kong.

If you decide to no longer continue to do business in Hong Kong, you need to go through the formal process of closing down your company. We can assist you with an appropriate way of company dissolution, be it de-registration or voluntary winding-up.

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Company dissolution in Hong Kong

Closing your company in Hong Kong with finality in three steps.

Evaluating your business

We will assess the current state of your business and advise on the best way of dissolving or suspending it.

Preparing the paperwork

Our specialist will create paperwork necessary for legally dissolving your company and facilitating cancellation and withdrawal of existing licences.

Filing with the relevant authorities

We will file your company dissolution with the relevant authorities in Hong Kong.

Company dissolution services

Two ways we can close your company.

Your company continues to exist as a legal entity until you decide to dissolve it. There are two conventional means to close a company – de-registration or winding-up voluntarily.

  • De-registration

    De-registration is the cheapest way to dissolve a private company that meets with the following conditions:

    • The company has never commenced business or operations, has ceased to carry on business or ceased activities for more than three months immediately before the application
    • The company has no assets or outstanding liabilities

    The de-registration procedure involves the Inland Revenue Department (IRD) and Companies Registry (CR). An eligible company may apply to the IRD for their consent to de-registration. If the company had commenced business, the IRD might request the final audited accounts for tax clearance. Otherwise, the IRD will issue a letter of no objection within one month from the date of the application.

    Upon receipt of the no objection letter from the IRD, the company may apply to the CR for de-registration. CR will typically issue an acknowledgement letter within one month. It will advertise the company’s name in the HKSAR Gazette, stating that unless an objection is raised within three months, the company will be de-registered.

  • Voluntary winding-up

    Creditors’ voluntary winding-up

    Where a company is insolvent and there is an urgent need of placing the company in liquidation, creditor’s voluntary winding up would be applied. In this case, the creditors take control in order to ensure that returns from liquidated assets are maximised so that the debts owed to them are repaid as far as possible. This is a more complicated and lengthy liquidation procedure, as one may experience deadlock in reaching a compromise with the creditors on how much to be repaid to them. In addition, shareholders play no role in a creditors’ winding-up case and the directors of the company will be deprived of any power to exercise their normal duties. All duties and functioning of the management will be vested in the special manager or liquidator appointed either by the court or the creditors.

    Members’ voluntary winding-up

    In case a company has substantial assets, it should be dissolved by liquidation (i.e. winding-up). Provided that the company is solvent (able to pay its debts), the shareholders may close the company by way of voluntary winding-up. Control of the winding-up will remain with the shareholders. A liquidator has to be appointed to take over the assets of the company and to repay the debts of the company. Any surplus after the distribution will be returned to the shareholders.

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Dormant company status.

If your company does not generate income, but you are not ready to close its doors yet, we can help you save money on unnecessary expenses by applying for dormant status. A dormant company is still registered but requires minimum maintenance. In the future, you can always decide to resume its operation or fully dissolve it.

FAQ

Common questions.

How long does it take to dissolve a company in Hong Kong?
There are two main ways to dissolve a solvent company in Hong Kong: by deregistration and by liquidation. A company with no assets and liabilities can be deregistered within 6 to 9 months or be liquidated within 12 months.
Who can be the liquidator of a company?
Liquidator is appointed by members of a company if it is to be wound up voluntarily by members to monitor and handle the whole process of liquidation. In case of company winding up voluntarily by creditors, liquidator appointed by creditors must be a solicitor or a certified public accountant.
Are directors personally liable for company debts?
Generally speaking, directors are not personally liable for company debts, unless they have obtained advantages from the company unlawfully or in breach of the duties as a director.
How much does it cost to close a business?
If you chose the most common and simple form of de-registration to close the company, the professional fees can vary between HKD8,000 to 12,000 (this include all disbursements). However, a company is required to file tax return and answer tax files cleared prior to deregistration process, these fees are
What happens to company assets once the business is closed?
When a company is closed down, the company assets and liabilities are dealt in various ways depending on the method of closure of the company – such as, distribute to shareholders prior to closing down, sold to recoup for payments of creditors, also would be considered as ‘bona vacantia’ and passed to the Hong Kong Special Administrative Region Government.
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Let our teams cover all requirements for closing your company with finality.

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to discuss starting & managing your company
in Hong Kong.

Winnie Li, Director
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