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  • Companies Management
  • Deregistration and Liquidation

Deregistration

A Hong Kong private company may make an application to the Companies Registry for deregistration in Hong Kong in accordance with Section 750 of the Companies Ordinance if :

  • All the members of the company agree to deregistration;
  • The company has never commenced business or operation, or has ceased to carry on business or ceased operation for more than 3 months immediately before the application;
  • The company has no outstanding liabilities Note 1;
  • The company is not a party to any legal proceedings;
  • It has no immovable property situate in Hong Kong;
  • If the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong; and
  • The application is accompanied by a written notice from the Commissioner of HKIRD that he has no objection to the company being deregistered (the "Notice of No Objection")

Atrix assists clients to prepare all the relevant documents in relation to deregistration in Hong Kong and to attend filings of all required documents with the HKIRD and the Companies Registry.

Note

  1. An audited financial statement (as at the date of cessation) and profits tax return with tax computation must be prepared and to be submitted to HKIRD for final assessment before the issue of the Notice of No Objection. We shall arrange and communicate with your existing auditor for deregistration of the company.
  2. Outstanding liabilities include amounts payable to creditor(s), Government fees, tax payable to HKIRD and etc.

Liquidation

Only a limited company, which is formed and registered under the Companies Ordinance, can be wound up. The term “winding-up” (or “wound-up”) bears a similar meaning of “liquidation”. It generally means that all the assets of the company would be realised (sold off and converted to cash) through a legal process in order to repay its debts. Winding-up would bring a company to an end.

Members Voluntary Liquidation ("MVL")

When a Hong Kong company is solvent (solvent company defined as a company which can settle all of its debts in full) may also be dissolved by MVL.

Key Procedures:

  1. Before commencing the liquidation, the company should attempt to settle all of its outstanding liabilities and minimize its asset holding in order to expedite the liquidation process.
  2. To convene and hold a meeting to authorize
    1. the issue of a certificate of solvency;
    2. the convening of an Extraordinary General Meeting ("EGM") to consider the passing of a resolution for liquidation.
    If the Certificate of Solvency is not filed, the liquidation will automatically become a creditors' voluntary liquidation
  3. Obtain consent of proposed liquidator to his appointment
  4. Certain flings and advertising with Companies Registry and Gazette under requirement

Creditor’s Voluntary Liquidation ("CVL")

Preceding a CVL would be a situation either the company cannot pay its debts as they fall due or it has more liabilities than assets. In some circumstance, a provisional liquidator would be appointed for assets protection to the company until the meeting of creditors at which the liquidator is appointed.

Provisional Liquidator

  1. A solicitor; or
  2. Professional accountant under the Professional Accountants Ordinance

Powers and Duties of Liquidator

  • Limited powers to be exercised without the sanction of the court.
  • Act as custodian of the company's property and assets
  • Dispose of perishable goods and take actions necessary to protect the company's assets

Director’s Power under CVL

  • Under section 250A(2) of new Companies Ordinance (Cap.622), the directors may only exercise their powers with the sanction of the court and as necessary for the purpose of enabling them to call a meeting of the creditors.
  • Without court sanction, dispose of perishable goods or do anything necessary to protect the company's assets.
NOTICE
Holiday Notice: Chung Yeung Festival 2018
Please note that Atrix will be celebrating Chung Yeung Festival on 17 October (Wednesday), and our service to be resumed on 18 October (Thursday).

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