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Frequently Asked Questions
Incorporate Your Company in Hong Kong
A Hong Kong private company (limited liaility company) requires one shareholder, one director, a Hong Kong addresss and a Company Secretary. In addition, there is no restriction on the amount of share capital.
The incoproration of a Hong Kong Limited Liability Company is a three step procedure. Step 1: apply for Certificate of Incorporation; setp 2: appointments of officers; setp 3: apply for Business Registration Certificate.
A company is required to notify the Companies Registry on the changes of its particulars, maintain proper books of accounts, file Annual Return, file Tax Returns etc to Maintain itself in Good Standing.
Due to its Territories Tax System, a company will not be subject to Hong Kong Profits Taxes if it derives all its income from business activities performed outside Hong Kong.

(Hong Kong Company Deregistration/Strike Off)

A Hong Kong limited company can be dissolved in the following two ways:

Deregistration/Strike Off of a Hong Kong Company

A Limited company, which is defunct and solvent, wants to cease its business must officially apply to the Companies Registry to deregister it or strike it off from the Register of Companies. A company is still required to file Annual Returns to the Companies Registry before it is officially deregistered. A penalty will be imposed on the Company and/or the management for failure of submission of Annual Return.

In applying for deregistration, certain declarations should be made by the applicant. Any person who knowingly and recklessly gives information to the Companies Registrar that is false or misleading in a material particular is liable to a fine and to imprisonment. As the deregistration process is more technical and affecting company's property. A company should seek professional advices before making an application.

Requirements for Deregistration

Limited companies incorporated in Hong Kong can apply for de-registration, provided that the company to be de-registered meets the following requirements:

(1) all members of the company agree to the deregistration of the company;
(2) the company has never commenced operation, or has already ceased business for more than 3 months;
(3) the company will not start/resume business in the future;
(4) the company has disposed of all trading stock, landed property and securities, if any;
(5) the company has no outstanding liabilities which include Profits Tax, Property Tax, Stamp Duty, Business Registration fee, fines and penalties in connection thereof and court fees;
(6) the company has no outstanding obligations under the Inland Revenue Ordinance. These include submission of return(s) which has (have) been issued by the Inland Revenue Department, liability to notify the Commissioner of Inland Revenue in writing that the company is chargeable to tax for any year of assessment in which a return has not been received;
(7) there are no unanswered enquiries from the Inland Revenue Department;
(8) there are no unsettled objections or appeals in respect of assessments already raised;
(9) all the annual returns have been filed.

Persons capable of filing an Application

1. The Company
2. A director or shareholder of the Company

Deregistration Application Procedures

Hold a board meeting to pass a resolution to strike off the company;
Apply in writing to IRD for a Notice of No Objection for Deregistration of a Defunct Company. It may take up to four weeks to receive the said Notice; Please be reminded that the said Notice will only be issued in the case that the company to be de-registered owes NO money to the Hong Kong Government and NO outstanding tax returns;
Apply in writing to the Companies Registry for de-registration of the company. It may take well up to six months after the filing of application for the Companies Registry to de-register your company.


Our service charges US$250
Fee for application for strike off US$55
Fee for application of Notice US$45
Processing time Around 6 months
Services includes:
(1) Preparation of minutes and other documents for application of de-registration
(2) Apply to IRD for Notice of No Objection
(3) Application for de-registration
(4) Other out of pocket expenses

Liquidation/Winding Up

Winging-up by the court
(1) According to <Company Ordinance S.177>, Limited Company can be ordered winding-up by the Court. The common reason for this type of winding-up is its inability to pay its debits.

(2) If a company with a debt exceeding HK$5000 fails to pay it or make arrangement with creditor(s) which is accepted by them within three weeks of receiving their written demand, then it is deemed unable to pay its debts.

Voluntary winding-up
Members' voluntary winding-up: The company is winding-up by the members. The company should able to pay-off its creditors when wound-up.

Creditors' voluntary winding-up: When directors of the company do not believe that it will be able to pay-off the debt. The creditor(s) can liquidate the company.

Our fee for liquidation of a Hong Kong limited company with minimal assets is USD3000 (including disbursements of about USD1300). This process will take about one year and the company cannot be re-opened after dissolution.

Please click here for more information on Hong Kong company liquidation/winding up.

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