### Companies Ordinance 《公司條例》

750. Application for deregistration
(1) A company, or a director or member of a company, may apply to the Registrar for deregistration of the company.
(2) An application must not be made unless, at the time of the application—
(a) all the members agree to the deregistration;
(b) the company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
(c) the company has no outstanding liabilities;
(d) the company is not a party to any legal proceedings;
(e) the company’s assets do not consist of any immovable property situate in Hong Kong; and
(f) if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong.
(3) An application—
(a) must be in the specified form;
(b) must be accompanied by the prescribed fee; and
(c) must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being deregistered.
(4) If the applicant is a company, it must nominate in the application a natural person to be given notice of the deregistration.
(5) The applicant must give the Registrar any further information that the Registrar may request in connection with an application.
(6) A person who, in connection with an application, knowingly or recklessly gives any information to the Registrar that is false or misleading in a material particular commits an offence and is liable—
(a) on conviction on indictment to a fine of $300,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Note—Please also see section 873 which empowers the Registrar to require the production of records or documents, and the provision of information or explanation in respect of the records or documents, for the purpose of enquiring into whether any act that would constitute an offence under subsection (6) has been done.

### Companies Ordinance 《公司條例》

751. Registrar may deregister company
(1) On receiving an application under section 750, the Registrar must publish in the Gazette a notice of the proposed deregistration unless the Registrar is aware of a failure to comply with subsection (2), (3), (4) or (5) of that section.
(2) The notice must state that unless an objection to the deregistration is received within 3 months after the date of publication of the notice, the Registrar may deregister the company.
(3) If, at the end of those 3 months, the Registrar has not received any objection to the deregistration, the Registrar may deregister the company by publishing in the Gazette another notice declaring it to be deregistered on the date of publication of that other notice.
(4) A company is deregistered on the date of publication of the notice under subsection (3).
(5) On the deregistration of a company, the Registrar must give notice of the deregistration to the applicant, or to the person nominated in the application to be given the notice.
(6) A company is dissolved on deregistration.

752. Dissolved company’s property vested in Government
(1) If a company is dissolved under this Part or section 226A, 227, 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), every property and right vested in or held on trust for the company immediately before the dissolution is vested in the Government as bona vacantia.
(2) Subsection (1) has effect subject to the possible restoration of the company to the Companies Register under—
(a) Division 4; or
(b) section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
(3) If any property or right is vested in the Government under subsection (1), the property or right remains subject to the liabilities imposed on the property or right by law and does not have the benefit of any exemption that it might otherwise have as a property or right vested in the Government.
(4) Despite subsection (3), the Government is only required to satisfy those liabilities out of the property or right to the extent that it is properly available to satisfy those liabilities.
(5) In this section—
(a) a reference to a property or right vested in or held on trust for a company includes a leasehold property but excludes a property or right held by the company on trust for any other person; and
(b) a reference to a liability imposed on a property or right by law includes a liability that—
(i) is a charge or claim on the property or right; and
(ii) arises under an Ordinance that imposes rates, taxes or other charges.

### Companies Ordinance 《公司條例》

753. Disclaimer of dissolved company’s property
(1) If any property or right, other than immovable property situate in Hong Kong, is vested in the Government under section 752(1), the Registrar may, on his or her own initiative or on written application by a person interested in the property or right, disclaim the Government’s title to the property or right by a notice of disclaimer.
(2) If the Registrar disclaims the Government’s title to any property or right on his or her own initiative, the Registrar must do so within 3 years after the date on which the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar’s notice.
(3) If the Registrar disclaims the Government’s title to any property or right on application by a person, the Registrar must do so within 3 months after the Registrar’s receipt of the application.
(4) A notice of disclaimer is of no effect if it is signed after the end of the period within which the Government’s title to the property or right must be disclaimed under subsection (2) or (3).
(5) If a notice of disclaimer contains a statement that—
(a) the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar’s notice on a date specified in the statement; or
(b) no application for a disclaimer with respect to the property or right was received by the Registrar before a date specified in the statement,

the statement is sufficient evidence of the matter stated in it unless the contrary is proved.
(6) The Registrar—
(a) must register a notice of disclaimer;
(b) must publish in the Gazette a copy of the notice; and
(c) must send a copy of the notice to the person who made the application for the purposes of subsection (1).
(7) The right to disclaim under this section may be waived by or on behalf of the Government either expressly, or by taking possession or other act showing an intention to waive the right.

754. Effect of disclaimer
(1) If the Registrar disclaims the Government’s title to any property or right under section 753, the property or right is to be regarded as not having been vested in the Government under section 752(1).
(2) A disclaimer—
(a) terminates, with effect from the date of the disclaimer, the company’s rights, interests and liabilities in or in respect of the property or right disclaimed; and
(b) except so far as is necessary for the purpose of releasing the company from any liability, does not affect any other person’s rights or liabilities.