Deregistration vs Winding Up vs Striking Off in Hong Kong

All three end with the company dissolved, but they suit different situations.

Deregistration (s.750, Cap. 622)

• Company applies, using Form NDR1 and an IRD no-objection notice.
• Only for defunct, solvent companies with no liabilities, no legal proceedings and no Hong Kong immovable property.
• Fee HK$420. Quicker and lower-cost than winding up.

Winding up (Cap. 32)

• Settling accounts, selling assets, paying creditors and distributing what remains to members, then dissolving.
• Used for insolvent companies or where the deregistration conditions are not met. It can be voluntary (members' or creditors') or by court order.
• Normally involves a liquidator and professional costs (no fixed fee); ask a solicitor or CPA.

Striking off (Part 15, Division 1)

• The Registrar may strike off a company where there is reasonable cause to believe it is not operating or carrying on business.
• A company cannot apply for it.

Restoration Restoring a company after deregistration generally needs a court order (the Registrar can restore it only if it was deregistered by the Registrar's own mistake). Property of a dissolved company passes to the Government as bona vacantia (ownerless property) unless the company is restored. Administrative restoration after striking off is possible within 20 years where the company was operating when struck off, but not for companies dissolved by deregistration or winding up.

Choosing If the company has no assets, debts or disputes and all members agree, deregistration is usually appropriate. Otherwise ask a solicitor or CPA before dissolving.