How to Close a Company in Hong Kong Through Deregistration

Deregistering a Hong Kong company is the easy part. The hard part is being eligible to deregister at all — something most founders only discover when their application gets rejected and they've already paid the fee.

The Companies Ordinance sets out seven statutory conditions a company must meet before the Registrar will accept a deregistration application. Miss any one — including the easily-overlooked rule that the company must have been dormant for the three months immediately before you apply — and the application fails. The fee is non-refundable.

In my work leading the Corporate Secretary team at Statrys, the single most common reason an IR1263 application gets rejected is an outstanding Profits Tax return — often a nil return that the founder assumed wasn't needed because the company hadn't traded. It still has to be filed. The second most common reason is that the founder applied while the company was still technically operating in the eyes of the IRD, even though it had stopped trading weeks earlier.

This guide covers the 5-step deregistration process, the seven statutory conditions that disqualify most applications, the costs, the timeline, the 5 mistakes I see most often, and what to do if your company has already been struck off the register rather than voluntarily deregistered.

When closing a company in Hong Kong, there are three procedures that all end in dissolution — but very different paths to get there. Per the Companies Registry FAQ, all three result in the company ceasing to exist as a legal entity — but only one of them is something you initiate.

Who initiates and when each applies:

Cost and timeline:

If you can deregister, you should — it's the cheapest, fastest, and most member-controlled of the three. The rest of this guide assumes deregistration is the right path. If you have creditors, company-owned property in Hong Kong, or unresolved legal proceedings, you'll need liquidation instead.

Company deregistration is a statutory procedure for dissolving a defunct solvent company in Hong Kong. If approved, the company is deregistered and dissolved without going through a winding-up process. The deregistration process is governed by section 750 of the Companies Ordinance.

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 usually involves a liquidator.

Deregistration is available only to companies that have fully ceased operations and have no unresolved obligations.   

The Companies Registry sets out seven conditions a company must satisfy before applying for deregistration. 

1. All members agree to the deregistration — every shareholder must consent in writing.
2. The company has not been in operation for 3 months before the application. This is the rule founders most often miss.
3. No outstanding liabilities — debts, loans, accrued tax, unpaid suppliers, unpaid staff.
4. Not a party to any legal proceedings — no active or pending litigation involving the company.
5. No immovable property in Hong Kong — the company owns no land or buildings in Hong Kong.
6. No subsidiary owns immovable property in Hong Kong — applies if the company is a holding company.
7. A Notice of No Objection from the IRD — the Commissioner of Inland Revenue must confirm in writing that they have no objection to the deregistration.

There is also a category of company specifically excluded from deregistration under section 749(2) of the Companies Ordinance — for example, certain regulated entities. If you're not sure whether your company falls within an excluded class, your company secretary or a corporate service provider can confirm.

Once the IRD issues the Notice of No Objection, you have three months to file the deregistration application called “Form NDR1 ”. If you miss that window, the Notice expires and you have to start over.

Before you apply for deregistration, work through these. 

Tax and compliance

☐ All Profits Tax returns filed (including the final return — even nil returns)

☐ Final tax assessment paid in full

☐ All Annual Returns (Form NAR1) filed and up to date with the Companies Registry

☐ Any changes to directors, secretary, or registered office reported (forms ND2B / NR1)

☐ Business Registration Certificate paid through the date of deregistration

Operational wind-down

☐ Business bank account closed (you cannot do this after dissolution — any balance becomes bona vacantia)

☐ Company credit cards cancelled

☐ Remaining assets disposed of, distributed, or transferred (cash, receivables, IP)

☐ MPF contributions and final salaries settled for any employees

Legal

☐ No outstanding legal proceedings

☐ No immovable property in Hong Kong owned by the company or its subsidiaries

☐ No outstanding debts to creditors

☐ All members agree in writing to the deregistration

Important — annual return obligations don't pause. A company must file Annual Returns and continue to comply with its obligations under the Companies Ordinance until it is formally dissolved. Failure to do so may result in the prosecution of the company.

If your application is in flight, keep filing the NAR1 every year on the anniversary date until the Gazette Notice publishes. See our Annual Return Filing in Hong Kong guide for the deadline mechanics.

If any of these are unresolved, deal with them first. The deregistration process is only fast and cheap when the company is genuinely defunct.

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.

Most rejected applications fail for one of these five reasons. I see the same pattern repeatedly.

1. Filing while a Profits Tax return is still outstanding. The IRD will not issue a Notice of No Objection until your tax position is fully resolved. File any outstanding returns first — even nil returns for years the company didn't trade.
2. Applying before the three-month dormancy window has elapsed. A company qualifies only if it hasn't been in operation during the three months immediately before the application. Founders often stop trading and apply the same week. If you've issued an invoice, taken a payment, or paid a supplier in the last 90 days, the application will be rejected.
3. Missing the three-month deadline after the Notice of No Objection. Once the Commissioner of Inland Revenue issues the Notice of No Objection, you have three months to file the NDR1. Miss that window and you start over — new application, new fee, more delay.
4. Closing the bank account at the wrong time. Once the company is dissolved, any remaining balance becomes bona vacantia and vests in the Hong Kong Government. Recovering it requires a court application. Close the account before you file NDR1, not after.
5. Treating immovable property loosely. Even a small parking space, storage unit, or commercial unit owned in the company's name disqualifies it from deregistration. Transfer or sell first.

Once the Companies Registry receives a complete NDR1 application, it issues a written acknowledgement within roughly 4 working days. About three weeks later, the Registrar publishes a notice in the Government Gazette under section 751(1) of the Companies Ordinance announcing the proposed deregistration. A second notice follows after a three-month objection period, formally dissolving the company.

From the date the dissolution Gazette notice is published:

• The company ceases to exist as a legal entity
• It can no longer trade, hold assets, sue, or be sued
• Any remaining property in the company's name becomes bona vacantia  (meaning ownerless property)  and vests in the Hong Kong Government. Because of this, all assets must be properly dealt with before applying for deregistration.
• The directors and members no longer have any authority over the company
• Books and papers must be retained for at least six years after dissolution. Separately, Inland Revenue Department record-keeping requirements may continue to apply where relevant.

Tracking your application's progress: the Companies Registry publishes Information Sheets relating to Gazette notices on the public records. You can conduct a company search through the e-Search Services portal using the business registration number to confirm whether the relevant notices have been filed. Government Gazettes are normally published on Fridays.

Cancelling the Business Registration: the Companies Registry handles the deregistration; the Inland Revenue Department handles the BRC. Once you have applied for deregistration, contact the Business Registration Office at IRD on (852) 2594 3146 for matters relating to the BRC.

A deregistered company in Hong Kong may be restored, but it depends entirely on how the company was dissolved.

Where a company has been dissolved through deregistration, restoration may be sought by applying to the Court of First Instance under the Companies Ordinance. This is the only path for companies that were deregistered (you can't administratively restore a deregistered company).

You should seek legal advice; the procedure involves filing the application, serving notice, attending the hearing, and obtaining a court order.

Once the court grants the order and the documents submitted to the Registrar are in order, restoration normally takes from around two months onward.

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.

If you're a creditor of a deregistered or struck-off company that owes you money, you may apply to the court for an order to restore the company so that you can pursue the debt. Seek legal advice on the procedure.

Name conflict. If a company's name has been used by another company since the dissolution, the restored company will be required to change its name within 28 days of restoration.

Deregistration is the cleanest way to close a defunct, solvent Hong Kong company — when the company is genuinely eligible. The legal mechanics are straightforward; the preparation is where most applications get rejected.

If your seven conditions are met, your tax matters are settled, your bank account is closed, your assets are disposed of, and every shareholder has agreed in writing, you can have your company dissolved in roughly 5 months for under HKD 1,000 in government fees. If any of those aren't true, fix them first or consider whether liquidation is the better path.

Start preparation when you decide to close — not when you're ready to file.