Deregistration of a company in Hong Kong

Deregistration in Hong Kong requires quite a few steps to be followed

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Deregistration of a company in Hong Kong

If you are running a business in Hong Kong that has come to a standstill, when it hasn’t conducted business or any revenue for a while, you might want to de-register. Keeping in view that it does not have any debts or liabilities to fill for, there are chances that you can deregister the company.

Closing a business in Hong Kong includes quite a few orderly steps, and the overall process takes some months to get completed. The cost of the process depends on the manner in which the company is closed, which is the reason to think carefully about it and consider it accordingly.

Sometimes it is sensible to shut down a company, but a person should avoid it unless it is completely necessary. The reason due to which a company can be shut down in Hong Kong are:

  • Corporate restructuring
  • Non-compliance of statutory regulations
  • Falling out between the shareholders of the business
  • Inability in paying the debts of the company
  • It is no longer profitable to run the company
  • The failure of the company in carrying out any sort of business.

The process of deregistering a company in Hong Kong is termed as ‘liquidation’ in conventional terms. There are two methods of closing a company, the first is Winding up and the second stands the Deregistration process. Even though both the processes lead to the closing of the company, the processes of both companies are different.

Before we explain the deregistration process, it is vital to know the difference between winding up of a company in Hong Kong and deregistering it. Deregistration is a simple, inexpensive and quick method comparative to winding up. But for this to happen, the company has to meet specific requirements for this to happen.

On the other hand, winding up is the method of designating a liquidator who would settle all the accounts by paying off the company’s debts, if there is any. The person is in charge of liquidating the assets of the business and distributing the surplus assets, if there is any, after making sure that the firm is completely dissolved. The process is much more complicated than de-registration and requires more steps and parties to be involved. It results in a longer process and higher costs of the company.

Since deregistration is a relatively simpler and easy process, it is preferred by more people in Hong Kong. With the best experts in the industry and the knowledge on how the government operates, we can help you in the process if you decide to hire us. Though the process is not too complicated, it is not easy to deregister the business easily.

You can close the business as you de-register it with just two steps, only if you meet the requirements stated by the Hong Kong government.

Any business in HK that is a local limited company or a local private company by guarantee is qualified to de-register itself. Also, there are companies that have to be listed in the Companies Ordinance under section 749(2) or registered under Part XI of the Companies Ordinance. It also needs to be a company that is a defunct solvent business.

“Defunct” means a company that is no longer a functional company and “solvent” is when the company does not have any debts or liabilities and can be dissolved or get closed easily. In short, the company needs to be clear from any debts and legal issues along with the fact that it is no longer operating.

Any HK business that wants to get deregistered has to meet the following requirements and conditions:

  • The firm has not been involved in any legal procedures.
  • There are no outstanding debts of the company.
  • The company hasn’t done any business three months before filing the application of the de-registration of the company.
  • Every company member has agreed to the de-registration of the company.
  • The company has no immovable property located in Hong Kong.
  • In case the HK business is a holding business, none of the company’s additional property has any immovable ones that are located in Hong Kong.
  • The business has received “Notice of No Objection” from the Inland Revenue Commissioner.


To deregister a company in HK, you need to submit the necessary forms to the Registrar of Companies. This a necessary step to be taken after you receive the “Notice of No Objection.” the notice of no objection and the needed fees should be submitted along with the form.

Our company will assist you at every step and will provide all the necessary guidance for deregistering the company.

Some other points are also kept in mind if you are about to move ahead and deregister the company in Hong Kong.

  • A company has to file Annual Returns and follow other regulations until the company has been dissolved. If the company fails to do so, it will be termed as prosecution.
  • If you want to find the gazetted notification of the deregistration of the company, you can check the company registry’s website on your company’s public record.
  • If you have had the deregistration approved and then you change your mind and don’t want to deregister the company anymore, you are required to submit an application to the Court of First Instance for restoring your company to section 765 (2) of the Companies Ordinance and visit the IRD for legal help.
  • If you change the address, you would need to inform the Companies Registry through a letter about it to make the future communications easier.
  • In case of a change in the registered office of the business, you are required to file a form to the government stating the changes of the address in the form ND2B.

If you are eligible for the deregistration of the company, you can go ahead with the steps. As mentioned above there are 2 steps of deregistering the company which is:

In this process, the company needs to get the notice which has been written by the Inland Revenue Department. This required filing the form IR1263 and submitting it along with the fees to the Inland Revenue’s Commissioner. This fee is a non-refundable fee regardless of the outcome of the situation and application.

Once the company has received the “Notice of No Objection” from the IRD, you then need to fill in the form with the application for deregistration and send it to the registrar of companies. The fee structure of processes are as follows:

  • Company Deregistration (CR & IRD) fees: $95 + $45
  • Company resolution of directors to dissolve the company: $55
  • Appointment of proxy (de-registrator – like appointing Future Perfect Global): $690

Once the company receives the “Notice of No Objection” letter from the IRD, the company can proceed with deregistering the company in the company gazette. Along with it, the following has to be submitted to the Company Registry:

  • Form NDR1
  • Original copy of “Notice of No Objection”
  • Any further information or documents that the CR may request in connection with the application to deregister the company.

With the documents in place, the company can submit it to CR the final steps of deregistration include:

  • If the CR is satisfied that all the documents are in the right order, the process would be taken forward, and the Letter of Approval would be issued for the company’s deregistration application within five working days.
  • After this, a notice of the intended deregistration in the Gazette of HK will be published. If there are no objection notices received by the Registrar within 3 months, from the date of publishing the announcement, the process of deregistration will be carried forward after issuing a final notice in the official gazette. The applicant and the notified person are notified the same.
  • After the final notice, the firm will be dissolved.
  • The entire procedure is executed in 5 months.
  • After dissolution, the company’s assets that also include the balance of the credits in the bank account of the business would be deemed to be bona vacantia and would be held by the Hong Kong Government’s Special Administrative Region. You are greatly encouraged to endeavor legal or professional advice to guarantee the proper disposal of the firm’s assets before proceeding with an application to deregister the company.
  • It is important to notify the business registration office of the Inland Revenue Department within one month of the date of discontinuance of business, to apply for the cancellation of business registration.
  • Till the time has been deregistered, it is required to adhere to the compliances that include the notification of the situation of the registered office and the filing of annual returns.

De-registration of the company in Hong Kong needs the essentials know-how and compliance with various statutory obligations. Hence you are strongly recommended to engage the services of a professional firm like our company that can render you with the appropriate guidance and timely assistance for the deregistration of your Hong Kong company.