- Only a solvent private company or company limited by guarantee that has stopped trading and cleared all its liabilities can deregister.
- The process runs in order across two government bodies: Form IR1263 to the Inland Revenue Department (HK$270) for a Notice of No Objection, then Form NDR1 to the Companies Registry (HK$420).
- You must file the NDR1 within three months of the Notice of No Objection, after which the closure is published in the Gazette.
- If no one objects within the three-month Gazette period, the company is dissolved. Start to finish usually takes around five to nine months.
- If you might use the company again, making it dormant is often a better fit than closing it for good.
- Right route? Deregister a solvent, non-trading company; wind up an insolvent one; keep it dormant if you may restart.
- Two forms, in order: IR1263 to the IRD (HK$270), then NDR1 to the Companies Registry (HK$420) within three months.
- Then wait: a three-month Gazette objection period before dissolution; about five to nine months in total.
- Before you file: clear all tax, file outstanding returns, settle liabilities and empty the company's bank account.
If you want to deregister a company in Hong Kong, the cleanest route for a solvent business that has stopped trading is voluntary deregistration: a short, two-agency process that formally dissolves the company. It is far simpler and cheaper than liquidation, but it only works if you meet every eligibility condition and clear your filings and tax first.
We handle company closures for Hong Kong businesses, so this guide is written around the actual mechanics, the forms, the fees and the order they happen in, not just a definition.
In this guide, you’ll learn:
- Whether to deregister, keep the company dormant, or wind it up
- The eligibility conditions you must meet to deregister
- The exact forms, fees and order: IR1263, the Notice of No Objection, and NDR1
- How long the whole process takes and what it costs
- What former directors must still do, and the expensive mistake to avoid
Should I deregister my company, keep it dormant, or wind it up?
Pick your closure route before you touch a form, because the wrong one wastes months. Deregistration suits a solvent company you are finished with; dormancy suits one you might use again; liquidation is for insolvent or disputed companies.
|
Option |
Best for |
What it involves |
|
Deregister |
A solvent company that has stopped trading and is finished for good |
The two-agency process covered in this guide |
|
Keep dormant |
A company you may want to reactivate later |
The company stays on the register but pauses activity; you can make your company dormant instead of closing it |
|
Liquidation (winding up) |
Insolvent companies, shareholder disputes, or complex assets |
A formal winding-up process through a liquidator or the court, not covered here |
Most readers searching for how to close a company are solvent and simply done, which is exactly what deregistration is built for. If your company cannot pay its debts, deregistration is not available and you should take liquidation advice instead.
Am I eligible to deregister my company?
You can apply to deregister only if your company meets every condition in section 750 of the Companies Ordinance. Miss one and the Companies Registry will reject the application:
- It is a local private company or a company limited by guarantee.
- All members agree to the deregistration.
- It has not been in operation or carried on business in the three months immediately before the application.
- It has no outstanding liabilities.
- It is not a party to any legal proceedings.
- None of its assets is immovable property in Hong Kong (and, if it is a holding company, neither do its subsidiaries’ assets).
- It has obtained a Notice of No Objection from the Commissioner of Inland Revenue.
The “no outstanding liabilities” test is where most companies trip up. It covers unpaid suppliers, staff, loans and, critically, tax, so the prep work below has to happen before you apply.
What do I need to do before I deregister?
Bring everything up to date first, because the IRD will not issue its Notice of No Objection while anything is outstanding.
Settle the company’s affairs in this order:
- File every outstanding return. Submit any annual returns due to the Companies Registry and any Profits Tax Returns due to the IRD. Our team can handle filing your final Profits Tax Return and the final accounts behind it.
- Clear all tax and obtain assessments. Pay any Profits Tax, Property Tax, stamp duty, Business Registration fees and penalties. The IRD checks for unanswered enquiries and unsettled objections too, so accounting & tax clearance needs to be genuinely complete.
- Dispose of all assets. Close the company’s bank accounts, transfer or sell any property and securities, and settle inter-company balances. Anything left when the company dissolves becomes government property.
- Cancel the Business Registration. Notify the Business Registration Office of cessation in writing within one month of the date you stop trading; the fee and levy must be paid up to and including the year of cessation. Because the Companies Registry tells the IRD once a company is deregistered, you generally do not need a second notification at the end.
Keeping on top of Hong Kong tax compliance through this stage is what makes the rest of the process fast rather than a series of IRD rejections.
Step 1: Get the Notice of No Objection from the IRD (Form IR1263)
Apply to the Inland Revenue Department for a Notice of No Objection using Form IR1263 and a non-refundable fee of HK$270. The notice confirms the IRD has no tax reason to block your closure, and you cannot deregister without it.
The IRD aims to issue the notice within 21 working days of receiving a valid application and the fee. If anything is outstanding, it issues a notification of the matters to clear instead; once you have settled them, you re-submit the lower portion of that notification with no further fee. You can apply by post, in person, or electronically if you hold an “iAM Smart+” or e-Certificate.
The HK$270 fee is non-refundable whatever the outcome, so it is worth confirming your filings and tax are genuinely clear before you lodge IR1263. A rejected application means clearing the issues and waiting again, not a refund.
Step 2: File Form NDR1 with the Companies Registry
Within three months of the date on the Notice of No Objection, file Form NDR1 with the Companies Registry, together with the original notice and a non-refundable fee of HK$420. NDR1 is the actual application to deregister, and the three-month window is strict, so do not sit on the IRD notice once you have it.
You can file electronically through the Registry’s e-Services Portal or deliver a hard copy. The form confirms the company still meets every condition in section 2D of NDR1, which mirrors the eligibility checklist above. If the paperwork is in order, the Registry issues a letter acknowledging the application within five working days.
Step 3: The Gazette objection period and dissolution
After accepting your NDR1, the Registrar publishes a notice of the proposed deregistration in the Gazette, which opens a three-month window for anyone to object. This is the law’s safeguard for creditors and other interested parties.
If no objection is received within those three months, the Registrar publishes a second notice in the Gazette declaring the company deregistered, and the company is dissolved on the date that notice is published. The applicant is notified at the same time. From this point the company legally no longer exists.
How long does deregistration take and how much does it cost?
Plan for roughly five to nine months and about HK$690 in government fees. The paperwork itself is not expensive. The real work is getting the company properly cleaned up before you apply.
Item | Figure |
IRD Notice of No Objection (Form IR1263) | HK$270 |
Companies Registry deregistration (Form NDR1) | HK$420 |
Government fees total | HK$690 |
IRD processing of the Notice of No Objection | About 21 working days |
Window to file NDR1 after the notice | Within 3 months |
Companies Registry acknowledgement | About 5 working days |
Gazette objection period before dissolution | 3 months |
Typical total time | About 5 to 9 months |
The modest government fees are only part of the picture. In practice, founders spend more time and money on final accounts, tax clearance, and closing the books than on the filing fees themselves.
What happens after my company is dissolved?
Closing the company does not end every obligation. Three things matter after dissolution:
- Keep the books for six years. Under section 752 of the Companies Ordinance, every person who was a director immediately before dissolution must keep the company’s books and papers for at least six years. Breaching this is an offence carrying a fine at level 3.
- Leftover assets become government property. Any property still held when the company dissolves, including cash left in a bank account, passes to the Government as bona vacantia. This is why emptying the accounts before you apply matters so much.
- Restoration is by court order only. A company dissolved by deregistration can be restored only through the Court of First Instance, and an application must be made within 20 years of dissolution. The simpler administrative restoration route does not apply to deregistered companies.
What happens if I just stop filing instead of deregistering?
Walking away without deregistering is the costliest way to “close” a company, because the obligations and penalties keep running. A live company must keep renewing its Business Registration and filing both returns it owes, and it helps to know the difference between the annual return vs profits tax return, as the two go to different bodies on different deadlines.
Miss the annual return deadline and the Companies Registry late fees escalate from HK$105 on time to as much as HK$3,480, and directors can be prosecuted for persistent default. The IRD can keep issuing returns and estimated assessments too.
Eventually the Registrar may strike the company off on its own terms, but you lose control of the timing and still carry the penalties for missed filings along the way. Deregistering deliberately is cheaper and cleaner than being struck off.
How Sleek closes your Hong Kong company for you
Because we manage closures end to end, we can take the whole deregistration off your plate and keep it moving through the waiting periods. There is a lot of sequencing here, and a single missed filing restarts the clock.
With Sleek, you can:
- Confirm whether deregistration, dormancy or winding up is the right route for your situation
- Bring final accounts, returns and tax clearance up to date so the IRD has no reason to object
- Apply for the Notice of No Objection and file Form NDR1 within the deadline
- Track the Gazette period through to dissolution and confirm the company is closed
If you would rather keep the company on standby, we can also help you understand the ongoing duties of a Hong Kong company secretary service and decide between pausing and closing.
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