The company must be a solvent private company incorporated under the Hong Kong Companies Ordinance, other than those companies specified in section 291AA(16) or registered under Part XI of the Companies Ordinance, and must meet the following requirements: There are two paths to winding up a company in Hong Kong – voluntary winding up or compulsory winding up.
Voluntary winding up of a Hong Kong company can be initiated either by members (shareholders) or creditors.
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.
At Company Bureau, we understand the difficulties that Directors and Shareholders encounter when faced with a liquidation situation.
Company Bureau offers assistance in the liquidation process in the following categories: • Creditors Voluntary Liquidation • Members Voluntary Liquidation • Compulsory (Court) Liquidation A creditors voluntary liquidation (CVL) is where an insolvent company voluntarily decides to go into liquidation.
The board of directors must hold a board meeting to agree that the company should be placed into administration, and that notices should be sent to shareholders and creditors.
The 1963 Companies Act states that ten days notice of the meeting must be given to all creditors.
The voluntary winding up of a company begins by a special resolution being passed for the company to be voluntarily wound up and publishing this information in the Gazette within 14 days.
The winding up is said to begin on the date on which the resolution is passed.
Company Bureau can assist you by advising on your statutory responsibilities and assist in the procedures necessary for the company to be placed in liquidation.