Member Zone

The main formal procedures for companies in financial difficulties in Hong Kong are as follows:

  1. A members’voluntary liquidation (which is only available for a company which is still solvent) but may be used where, for example, an entity is itself solvent but is part of a wider group which is in financial difficulty.
  2. A creditors’voluntary liquidation.
  3. A compulsory liquidation.


Members’ Voluntary Winding Up

A members voluntary winding up of a company can be carried out if the directors believe that the company will be able to pay its debts, in full, within 12 months after the commencement of the winding up.

To initiate such a winding up, a directors’ meeting must first be convened where majority of the directors must make a statutory Declaration of Solvency. The Declaration of Solvency must also contain the statement of assets and liabilities, based on the most recent financial statements of the company. The Declaration must be delivered to the Companies Registry within seven days after the date on which it was made.


Creditors in event of Insolvency

If a company in Hong Kong appears to be in financial difficulty, creditors have a number of different options available to them, including:

• Appointing a receiver over the company or some of its assets;

• Negotiating a restructuring or workout arrangement with the company and its other creditors;

• Applying for a provisional liquidator to be appointed before a winding-up order is made;

Having the Court sanction a scheme of arrangement agreed between the company and its creditors;

• or Winding up the company.




A Hong Kong private company may make an application to the Companies Registry for deregistration in Hong Kong 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;

• 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")


Deregistration of private company limited by shares or by guarantee at a fee of HK$1,000 (excluding government fees)
The services are as follows:

• Verify that the required information is available
• Prepare the required documents (IR1263A)
• Submit the relevant documents and payment to the Hong Kong Inland Revenue Department for approval
• Prepare the required documents (NDR1)
• Upon receiving "Notice of No Objection to a Company being Deregistered", we submit the relevant documents and payment to the Companies Registry for approval

Government fees are as follows:
• Application fee for "Notice of No Objection to a Company being Deregistered" (Inland Revenue Department) – HK$270
• Application fee  for Deregistration of a Company (Companies Registry) – HK$420


金時商務 Kams Business Services
Tel: 6202 5544
Fax: 3011 5702
Postal Address: Room 2201, Wayson Commercial House, 68-70 Lockhart Road, Wanchai, Hong Kong
Office Address: Room 2201, Wayson Commercial House, 68-70 Lockhart Road, Wanchai, Hong Kong