How to Close a Company in Hong Kong Through Deregistration

Closing a Hong Kong company is not simply a matter of stopping business operations. Even if a company is no longer active, tax and compliance obligations may continue to apply until it is formally dissolved. Hong Kong law requires a formal process to terminate a company’s legal existence.

Deregistration is one way. It is a statutory process in compliance with the Companies Ordinance, with specific eligibility requirements. Once deregistration is completed, the company is permanently dissolved.

This article explains what deregistration is, when it applies, how the process works, and what happens after a company is dissolved.

Company deregistration is a statutory procedure under the Companies Ordinance (Cap. 622) for dissolving a defunct solvent company in Hong Kong. If approved, the company is deregistered and dissolved without going through a winding-up process.

Deregistration is different from liquidation, also referred to as winding up. Liquidation is used when a company needs to formally close its affairs by settling debts, selling assets, and paying creditors before it can be dissolved. This process is governed by the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and usually involves a liquidator.

Deregistration is only available to companies that have fully stopped operating and have no unresolved obligations.  To be eligible, a company must meet all of the following conditions: 

• The company is a local private company or a local company limited by guarantee.
• All members of the company agree in writing to the deregistration.
• The company has not commenced operation or business, or has not been in operation or carried on business, during the three months immediately before the application.
• The company has no outstanding liabilities.
• The company is not a party to any legal proceedings.
• The company’s assets do not consist of any immovable property in Hong Kong.
• If the company is a holding company, none of its subsidiaries’ assets consists of any immovable property in Hong Kong.
• The company has obtained a Notice of No Objection from the Commissioner of Inland Revenue.

If a company is not eligible for deregistration, it must resolve the issues first or proceed with liquidation.

The voluntary deregistration process involves both the Inland Revenue Department (IRD) and the Companies Registry (CR). While the application itself is relatively straightforward, it will only proceed smoothly if the company’s affairs are fully settled in advance.

The following sections set out the required steps, fees, and expected timeline in detail.

Before beginning the process, the following must be completed.

• Bring all Companies Registry filings up to date, including Annual Returns and any changes to directors, company secretary, or registered office
• Settle all tax matters.
• Ensure the company has no outstanding liabilities, including debts or unpaid taxes
• Confirm that the company does not own any immovable property in Hong Kong

In addition, the following steps are strongly recommended to avoid financial loss or complications after the company is dissolved:

• Close all business bank accounts and cancel any company credit cards
• Cancel any active business licences or permits
• Dispose of or distribute remaining assets, such as cash balances, receivables, or intellectual property
• Settle all employee obligations, including final salaries, severance, and MPF contributions

Once the required conditions are met, the deregistration process follows the steps below.

A director or authorised representative (e.g. company secretary, solicitor, accountant) must submit Form IR1263 to the Commissioner of Inland Revenue. The IRD will review the company’s tax position and issue a Notice of No Objection if there are no outstanding tax matters.

The application fee is HKD 270, and processing can take several weeks, depending on the company’s tax history.

Within three months of receiving the Notice of No Objection, Form NDR1 must be delivered to the Companies Registry together with the Notice.

Applications can be submitted in two ways:

• Online via the Companies Registry e-Services portal, using a certified true copy of the Notice.
• In hard copy by delivering the original Notice and Form NDR1 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 four working days) and publish a Notice of Proposed Deregistration in the Hong Kong Gazette.

Government Gazettes are normally published on Fridays, and the notice is typically published about three weeks after the Companies Registry acknowledges receipt of the application.

From the date of publication, there is a three-month period during which creditors, shareholders, or other interested parties may raise an objection.

If no objection is lodged within the notice period, the CR publishes a final Gazette notice, and the company is dissolved on that date.

Deregistration typically takes around 5 - 6 months from the initial application, factoring in IRD processing time and the mandatory three-month Gazette objection period.

Once a company has been dissolved, it no longer exists for legal or practical purposes. As a result:

• The company can no longer operate or act in any capacity.
• Shareholders’ rights and interests in the company come to an end, as there is no longer a legal entity in which to hold shares.
• Any property of the dissolved company is dealt with in accordance with the Companies Ordinance provisions on dissolved companies

Because of this, all assets must be properly dealt with before applying for deregistration. This includes cash balances, receivables, intellectual property, and any other property owned by the company.

If assets are left undisposed of at the time of dissolution, they become bona vacantia (meaning ownerless property) and vest automatically in the Hong Kong Government. To recover such property, an application must be made to the Court of First Instance to restore the company to the Companies Register, so that the property can be re-vested in the company.

Former directors should also be aware of ongoing record-keeping obligations. Under the Companies Ordinance, books and papers of a dissolved company must be retained for at least six years after dissolution. Separately, Inland Revenue Department record-keeping requirements may continue to apply where relevant.

A deregistered company in Hong Kong may be restored, but it depends entirely on how the company was dissolved. For deregistered companies, there is only one legal route.

Where a company has been dissolved through deregistration, restoration may be sought by applying to the Court of First Instance under the Companies Ordinance. An application may be made by a former director, member, or an affected party, such as a creditor.

Court-ordered restoration is commonly used to deal with unresolved matters, such as outstanding claims or disputes. Once a court order has been obtained and all required documents are in order, restoration normally takes about two months.

There are a few practical points to be aware of:

• Restoration by court order is a formal legal process and typically requires professional advice.
• Creditors may apply for restoration if money is still owed by the dissolved company.
• If the company name has been taken during the dissolution period, the restored company must change its name within 28 days after restoration.
• For local companies, an application for court-ordered restoration must be made within 20 years from the date of dissolution.

Administrative restoration is a separate restoration mechanism under Hong Kong law. However, it applies only to companies that were struck off by the Registrar of Companies and does not apply to companies dissolved through deregistration.

Deregistration provides a clear and structured way to close a defunct, solvent company in Hong Kong, offering a simpler alternative to liquidation when the statutory conditions are met.

However, deregistration results in permanent dissolution, with legal consequences that extend to assets, records, and potential future claims. Any failure to settle tax matters, dispose of property, or complete statutory obligations before dissolution can create complications that are difficult and costly to reverse. Restoration, where required, involves court proceedings and additional compliance.

For these reasons, companies considering deregistration should ensure that their affairs are fully resolved and documented before proceeding. Proper preparation at the outset helps avoid post-dissolution risks and ensures the company is closed cleanly, compliantly, and with finality.