How to deregister (close) a Hong Kong company

Who can use deregistration

Only a local private company or company limited by guarantee (other than those excluded by section 749 of the Companies Ordinance) can apply, and it must be a defunct solvent company. Before applying, the company must meet all of these conditions:

• All the members agree to the deregistration.
• The company has never started business, or has not operated or carried on business in the 3 months immediately before the application.
• It has no outstanding liabilities.
• It is not a party to any legal proceedings.
• Its assets don't include any immovable property in Hong Kong (and, for a holding company, neither do its subsidiaries' assets).
• It has obtained a Notice of No Objection from the Commissioner of Inland Revenue.

Step 1: tidy up before you apply

• Deal with the company's property. On dissolution, anything the company still owns vests in the Government as bona vacantia. The Companies Registry specifically mentions credit balances in the company's bank accounts, vehicles and landed property, and advises taking professional advice on disposing of them properly first.
• Bring filings up to date. Outstanding annual returns must be filed. The company must keep observing the Companies Ordinance, including annual returns and notices of changes to the registered office, directors and company secretary, until it is dissolved.
• Settle tax. The IRD will only issue its notice if there are no outstanding tax liabilities (including business registration fees), all returns it has issued have been filed, and there are no unanswered enquiries or unsettled objections or appeals.
• Final accounts. The IRD's FAQ says a company applying for deregistration can't support its profits tax return with unaudited accounts. Audited financial statements are needed unless the company is dormant under section 5 of the Companies Ordinance.

Step 2: IRD Notice of No Objection (Form IR1263)

The IRD will issue the notice if the company has never started or has ceased business, won't start or resume business, has disposed of all trading stock, landed property and securities, and has no outstanding tax liabilities or obligations. If anything is outstanding, it issues a notice of objection listing the matters instead.

Step 3: apply to the Companies Registry (Form NDR1)

• Deliver Form NDR1 with a non-refundable fee of HK$420 and the Notice of No Objection within 3 months from the notice's date of issue.
• File electronically through the e-Services Portal (a certified copy of the notice, certified by the applicant, a director or the company secretary) or in hard copy (the original notice).
• The Registry normally acknowledges receipt within 4 working days.

Timeline after you apply

Business registration while you wait

A Hong Kong company must renew its business registration and pay the fee and levy until its deregistration is approved and it is dissolved. The IRD will consider holding over the fee for certificates starting on or after the date it receives the Notice of No Objection application; certificates that start earlier must be paid. If the deregistration isn't completed, the held-over fees become payable.

Deregistration, striking off or winding up?

• Deregistration is the Registry's "relatively simple, inexpensive and quick" route for defunct solvent companies that meet the conditions above.
• Striking off is a power of the Registrar, used when there is reasonable cause to believe a company isn't operating. A company can't apply to be struck off.
• Winding up settles the company's accounts and liquidates its assets to distribute net assets to members. It follows the Companies (Winding Up and Miscellaneous Provisions) Ordinance and is the route when the conditions for deregistration aren't met.

A deregistered company can only be restored by a Court of First Instance order. If you only want to pause the business, see our guide to making a company dormant.