How to Deregister or Strike-Off a Company in Hong Kong

Bringing a company to its end is never simple. There are many reasons why a business owner might reach this decision, and if you choose to dissolve your business, you need to understand the procedures involved.

Unlike liquidation, the mandatory and court-mandated process for insolvent companies, solvent companies have two quieter exits: the voluntary application of deregistration or the administrative action of striking off.

Understanding the difference is crucial for a clean and compliant finish. This guide explains how both of these processes work, outlining the eligibility, the steps, and what to expect once the company is dissolved.

In summary, with voluntary deregistration, company owners and shareholders decide when and how to close the business. Striking off, however, is carried out solely at the discretion of the Registrar of Companies, leaving business owners with no control over the process.

Before a company can begin the deregistration process, it must first meet a set of pre-application conditions. These requirements ensure the company is in the right position to apply:

1. It is a private company limited by shares or a company limited by guarantee (public and regulated companies are not eligible).
2. It has ceased business or never commenced operations for at least 3 months prior to the application.
3. It has no outstanding liabilities, including debts, tax obligations, or employee entitlements.
4. It is not involved in any ongoing legal proceedings.
5. It does not own immovable property in Hong Kong, whether directly or through a subsidiary.
6. All shareholders have given unanimous written consent to the deregistration.

After confirming your company is eligible, you’ll need to complete these administrative tasks before submitting your application. They ensure the Inland Revenue Department (IRD) and Companies Registry (CR) will accept your filing:

• Update company filings: Make sure all annual returns and statutory records with the CR are up to date, including changes to directors, company secretary, or registered office.
• Settle taxes: Pay outstanding liabilities and file the final Profits Tax Return with the IRD.
• Clear business registration: Pay any fees and levies, and notify the Business Registration Office of your intention to deregister.
• Shut down bank accounts: Close all business bank accounts and cancel any credit cards. Leaving accounts open is a major security and liability risk.
• Cancel licences and permits: Terminate any active business licences or permits.
• Transfer or dispose of assets: Remove remaining assets (cash, receivables, vehicles, intellectual property). Any assets left at dissolution will be forfeited to the government as bona vacantia.
• Settle employee obligations: Pay all final salaries, severance, and MPF contributions, and notify your MPF trustee of cessation.

The voluntary deregistration process involves both the IRD and CR. Here’s how it works, step by step:

A director or authorised representative (e.g. company secretary, solicitor, accountant) must submit Form IR1263 to the Commissioner of Inland Revenue. The Notice of No Objection will only be issued if the company has already met the deregistration eligibility criteria and has no outstanding tax liabilities.

The application fee is HKD 270, and processing can take several weeks.

Within 3 months of receiving the IRD notice, file Form NDR1 together with the Notice of No Objection. Applications can be submitted in two ways:

• Online (e-Filing): Submit Form NDR1 via the CR e-Services portal together with a certified true copy of the Notice (certified by the applicant, a director or the company secretary).
• Hard copy: Deliver Form NDR1 together with the original Notice of No Objection to the Companies Registry at 14/F, Queensway Government Offices, 66 Queensway.

The fee is HKD 420.

If the application is in order, the CR will issue an acknowledgement to the applicant (typically within 4 working days) and publish a Notice of Proposed Deregistration in the Hong Kong Gazette.

Creditors, shareholders, or other parties then have 3 months from the date of publication to lodge an objection.

If no objection is lodged within the notice period, the CR publishes a final Gazette notice. The company is legally dissolved on the date of that publication and ceases to exist as a legal entity.

Once a company is officially deregistered and dissolved, several legal effects take place immediately:

• Shareholder rights are extinguished: When the company ceases to exist, shareholder interests are extinguished, and no claims can be made on remaining property.
• Remaining assets vest in the government (bona vacantia): Any property still held by the company, such as bank balances, receivables, or real estate, automatically passes to the Hong Kong Government.
• Contracts and legal actions end: The company can no longer enter into, enforce, or defend contracts. Liabilities that existed before dissolution can be revived if the company is restored.
• Directors’ duties end, but records should be kept: Statutory responsibilities cease, but directors may be required to assist if the company is restored. Retaining accounting, tax, and corporate records for at least 6 years is strongly recommended as a safeguard.

Deregistration is a formal but manageable way for owners to close a solvent, defunct company in Hong Kong, provided eligibility conditions are met and filings are complete with the Inland Revenue Department (IRD) and Companies Registry (CR). Striking off, by contrast, is initiated by the Registrar when a company appears inactive and is not under the owner’s control. Where a company is insolvent or facing unresolved disputes, liquidation is the required route.