Closing a Hong Kong Company in 2026: Deregistration, Winding Up and the IRD Notice of No Objection

There are two fundamentally different ways to close a Hong Kong company. Deregistration is the simplified administrative route under section 750 of the Companies Ordinance (Cap. 622), available to a solvent company that has stopped trading and owes nothing. Winding up is a formal liquidation with an appointed liquidator under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), used where the company still holds assets, owes liabilities or is in dispute with creditors. The gate to the first route is a written Notice of No Objection from the Commissioner of Inland Revenue: without it the Companies Registry will not accept the application.

⚠ The mistake that costs more than the entire procedure: filing for deregistration without emptying the balance sheet first. On dissolution every asset the company still holds — including the cash left in its bank account — vests in the Government of the Hong Kong SAR as bona vacantia. Recovering it requires restoring the company through the Court of First Instance, which costs several multiples of what a properly sequenced closure would have cost in the first place.

Deregistration or winding up: how the choice is made

The route is dictated by the company's actual condition, not by the owner's preference. Deregistration is open only to a defunct solvent company: trading has stopped, nothing is owed, no Hong Kong assets remain, and no proceedings are on foot. Any departure from that picture closes the simplified route and pushes the company into the liquidation regime under Cap. 32.

Deregistration is governed by section 750 of the Companies Ordinance (Cap. 622). Winding up is governed by Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).

The difference is not only cost. Deregistration involves no creditor adjudication, no asset realisation and no liquidator's report: the state relies on the company's own statement that nothing is outstanding. That is precisely why false statements in the application carry criminal liability, and why the liabilities of directors and members survive dissolution.

Winding up, by contrast, is a full process with an independent liquidator, realisation of assets, settlement of creditor claims and distribution of any surplus to members. It costs more and takes longer, but it closes obligations formally and shields directors from later claims.

Which companies can use deregistration

An application may be made by a local private company or a local company limited by guarantee, or by a director or member of such a company.

Section 749(1) excludes from the meaning of "company" for the purposes of Division 2 both public companies and the companies listed in section 749(2). Companies registered under Part 16 — registered non-Hong Kong companies — are outside the procedure as well.

The section 749(2) list is exhaustive: an authorized institution as defined in section 2(1) of the Banking Ordinance (Cap. 155); an insurer as defined in section 2(1) and (2) of the Insurance Companies Ordinance (Cap. 41); a corporation licensed under Part V of the Securities and Futures Ordinance (Cap. 571) to carry on a regulated activity; an associated entity of such a corporation within the meaning of Part VI of that Ordinance; an approved trustee as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap. 485); and a company registered as a trust company under Part VIII of the Trustee Ordinance (Cap. 29).

The exclusion also captures a company having a subsidiary within any of those categories, and a company that fell within any of them at any time during the 5 years immediately before the section 750 application is made.

The five-year look-back is regularly overlooked in group reorganisations: a company that surrendered its SFC licence two years ago is no longer licensed, but is still outside deregistration. The same goes for a holding company with even one regulated subsidiary. The list is not fixed either — the Financial Secretary may amend section 749(2) by notice published in the Gazette.

A registered branch of a foreign company is not deregistered under section 750: it ends its Hong Kong presence through the separate Part 16 cessation procedure with notice to the Registrar. Testing whether the route is even available to a given structure is work best done with UPPERSETUP legal services before documents are prepared.

For international groups the practical consequence is that a Hong Kong subsidiary and a Hong Kong branch of a foreign parent close through entirely different mechanisms. Conflating the two is a frequent reason for documents being rejected at the counter.

The seven conditions for deregistration

An application is only available where every condition is met at the same time. The list sits in section 750 of the Companies Ordinance and is restated in the Companies Registry's information pamphlet PAM 12E.

•     all members of the company agree to the deregistration;

•     the company has not commenced operation or business, or has not been in operation or carried on business during the 3 monthsimmediately 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 situated in Hong Kong;

•     if the company is a holding company, none of its subsidiaries' assets consist of any immovable property situated in Hong Kong;

•     the company has obtained a written Notice of No Objection to a Company being Deregistered from the Commissioner of Inland Revenue.

⚠ The "no outstanding liabilities" test is read broadly. It captures not only bank debt and trade payables but unpaid wages, unpaid business registration fees, tax arrears and penalties. This is the condition that most often defeats an application: the company believes it is clean because it has no commercial debt, while an unpaid business registration fee or an unfiled return sits on its record.

The three-month dormancy condition drives the calendar: the application cannot be lodged until three months after operations actually ceased. Closure planning therefore runs backwards from that date, allowing time to close accounts, settle with staff and finalise the accounts.

The Notice of No Objection and how to obtain it

The Notice of No Objection is the Commissioner of Inland Revenue's written confirmation that he does not object to the company being struck from the register. The legal basis is section 88B of the Inland Revenue Ordinance (Cap. 112), under which the Commissioner may issue such a notice on request by a person entitled to apply for deregistration under section 750 of the Companies Ordinance.

The application is made on Form IR1263 with a fee of HKD 270. The fee is non-refundable regardless of the outcome.

A director, a member, or any person nominated by the company may apply — the latter with a copy of an authorisation letter signed by a director. Applications may be lodged by post, in person or online: holders of "iAM Smart+" or an e-Certificate can submit electronically, after which the IRD issues a demand note payable within 14 days.

The normal processing time is within 21 working days from the date a valid application is lodged and the fee is paid.

The Department only starts processing once payment is confirmed — a detail that matters when planning around the online route, where the fee is paid against a demand note rather than with the form itself.

The seven IRD conditions for issuing the Notice

The Commissioner issues the Notice only where all of the following hold. If any one fails, the company instead receives a notification listing the outstanding matters.

•     the company has never commenced operation, or has already ceased business;

•     the company will not start or resume business in the future;

•     the company has disposed of all trading stock, landed property and securities, if any;

•     the company has no outstanding tax liabilities — including profits tax, property tax, stamp duty, business registration fees, related fines and penalties, and court fees;

•     the company has no outstanding obligations under the Inland Revenue Ordinance — including filing returns already issued by the IRD and the duty to notify the Commissioner in writing of chargeability for any year of assessment for which no return has been received;

•     there are no unanswered enquiries from the Department;

•     there are no unsettled objections or appeals in respect of assessments already raised.

Where the Notice is refused, the applicant re-submits by completing the lower portion of the notification once the outstanding matters are cleared. No further fee is payable on re-submission.

The practical reading: a refusal is a task list, not a disaster. What costs real time is filing without first reconciling the company's position with the Department — the refuse-fix-refile loop adds months. Closing the tax tail and preparing final accounts is work for UPPERSETUP accounting services.

Form NDR1 and filing with the Companies Registry

Once the Notice of No Objection is in hand, the papers go to the Companies Registry, and the window is short: the application must be delivered within 3 months of the date the Notice was issued, otherwise the process restarts at the IRD.

The filing consists of Form NDR1, "Application for Deregistration of Private Company or Company Limited by Guarantee", with a non-refundable fee of HKD 420, together with the Notice of No Objection.

Filing is possible electronically through the e-Filing Services on the Companies Registry e-Services Portal, or in hard copy at the Shroff on the 14th floor of the Queensway Government Offices. The channel determines the form of the Notice: hard-copy filings require the original, while electronic filings take a copy certified by the applicant, a director or the company secretary.

The applicant company must meet all the conditions set out in section 2D of Form NDR1.

Where the applicant is a company, it must nominate in the application a natural person to be given notice of the deregistration — section 750(4).

The Registrar may request any further information in connection with the application, and providing it is mandatory (section 750(5)). A note to section 750 also points to section 873 of the Companies Ordinance, which empowers the Registrar to require production of records and documents, and information or explanations about them, for the purpose of enquiring into whether the section 750(6) offence has been committed.

In other words, the application is not taken on trust: the Registrar has an express investigative tool, and it is tied specifically to the false-information offence.

What happens after filing, and how long it takes

The post-filing process runs in three stages, built around publication in the Government Gazette.

Stage	Timing
Companies Registry letter acknowledging the application	Normally 4 working days
Registrar publishes notice of the proposed deregistration in the Gazette	After the application is accepted
Objection period	3 months from the date the notice is published
Second Gazette notice published and the company dissolved	On the date the second notice is published
Total duration of the procedure	About 5 months

On receiving the application the Registrar must publish a notice of the proposed deregistration in the Gazette, unless he is aware of a failure to comply with section 750(2), (3), (4) or (5) — section 751(1).

If no objection is received within 3 months of publication, the Registrar may deregister the company by publishing a second Gazette notice. The company is deregistered on the date that second notice is published and is dissolved on deregistration — section 751(3), (4) and (6).

The applicant, or the person nominated in the application, is notified once deregistration takes effect. The five-month estimate is the Companies Registry's own figure for a clean case; add the time to obtain the Notice of No Objection and the three months of mandatory dormancy before filing, and a realistic end-to-end horizon is eight months or more from the day operations stop.

Bona vacantia: why the balance sheet must be at zero before filing

On dissolution, all of the company's property, if any, vests in the Government of the Hong Kong SAR as bona vacantia. The rule operates automatically and requires no step by the state.

The Companies Registry states expressly that the company's property — including credit balances in bank accounts, motor vehicles and landed property — should be properly disposed of before the deregistration application is made.

The rule is in section 752(1) of the Companies Ordinance and applies both to companies dissolved under Part 15 and to companies dissolved under sections 226A, 227, 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).

Vesting does not cleanse the asset: under section 752(3) and (4) the property remains subject to the liabilities imposed on it by law — including charges and claims arising under ordinances imposing rates, taxes or other charges — and the Government satisfies those liabilities only out of the property itself.

The principal recovery route is restoring the company, after which the property re-vests. But a second mechanism exists that popular guides rarely mention.

Under section 753 the Registrar may disclaim the Government's title to property or rights other than immovable property situated in Hong Kong — on his own initiative within 3 years of the vesting first coming to his notice, or within 3 months of receiving a written application from an interested person.

Once disclaimed, the property is treated as never having vested in the Government (section 754(1)), and under section 755 the Court may make a vesting order in favour of the person entitled to it or a person subject to a liability in respect of it. For cash balances and movable assets that is a standalone route which does not require restoring the company.

⚠ One limitation applies to both routes. Under section 773 the Government may dispose of vested property in the same way as any other bona vacantia, even if the company is later restored. On restoration the property re-vests only if it is still held; if it has already been disposed of, the company receives money instead — the consideration received or the value at the date of the disposal, less the Government's reasonable costs.

⚠ Check the currency sub-accounts and deposits separately. In practice, companies close the main operating account and forget multi-currency sub-accounts, escrow balances, rental deposits and float held on payment platforms. Every one of those balances becomes bona vacantia on the dissolution date.

The sequence that removes the risk: close every bank account, obtain written closure confirmations, dispose of remaining assets, and only then start the three-month dormancy clock. The banking side is covered in Corporate Bank Accounts in Hong Kong for Non-Residents.

Statutory obligations continue until dissolution

Filing for deregistration does not suspend anything. Until the company is deregistered and dissolved, it remains subject to the Companies Ordinance in full.

Continuing obligations include delivering annual returns and notices of change of registered office address and of changes of company secretary and directors and their particulars.

So if an annual return falls due while the Gazette notice is pending, it must be filed — otherwise the company acquires an outstanding obligation and a penalty at exactly the moment it is required to be clean, and the breach can stall the process. The full annual cycle is set out in Mandatory Annual Compliance for Hong Kong Companies 2026.

The same applies to the significant controllers register: the duty to keep it runs until dissolution, and inspection during that window remains legally possible. See The Significant Controllers Register in Hong Kong.

Business registration: a separate procedure on a separate clock

Cancelling business registration is its own procedure, and it neither replaces nor removes deregistration. For a limited company these are two distinct steps before two distinct authorities.

On cessation of business, the Business Registration Office of the Inland Revenue Department must be notified in writing within 1 month of the date of cessation, using Form IRC3113 or a letter; the notification can also be submitted online.

Every company incorporated in Hong Kong or re-domiciled and registered under the Companies Ordinance is deemed to be carrying on business and must take out a business registration certificate annually until the company is dissolved or deregistered.

The consequence is routinely underestimated: the obligation to pay the business registration fee runs throughout the closure process, not until operations stop. An unpaid fee is an outstanding liability, and the IRD will not issue a Notice of No Objection while it stands.

For an unincorporated business the picture is different: cancelling business registration is enough, because there is no separate legal person to dissolve.

The tax and employment tail before closing

Because the Notice of No Objection is issued only where nothing is outstanding, preparing to close is in substance the exercise of settling everything with the IRD.

First, final reporting. Every return issued by the Department must be filed, including profits tax for the period up to cessation, and any assessed amounts settled. A separate duty is to notify the Commissioner in writing of chargeability for a year in which no return was issued.

Second, employees. Form IR56F is filed not later than one month before employment ceases; where an employee is leaving Hong Kong, Form IR56G is filed in duplicate at least one month before departure, with all sums due to that employee withheld until a letter of release is produced. The mechanics are set out in Payroll and Employer Obligations in Hong Kong.

Third, the pension side. Termination must be notified through the eMPF Platform within 10 days after the last day of the calendar month in which the employment ceased, and all mandatory contributions must be paid. See The MPF in Hong Kong: Employer Obligations.

Fourth, offshore positions. Where the company has claimed territorial exemption in earlier periods, any related IRD enquiry must be closed before filing: an unanswered enquiry from the Department is expressly listed as a bar to the Notice of No Objection. The underlying logic is covered in The Offshore Profits Claim in Hong Kong.

Winding up: the three routes under Cap. 32

Liquidation in Hong Kong takes three forms, and the choice turns on solvency and on who initiates the process.

Members' voluntary liquidation

A members' voluntary liquidation is a solvent, shareholder-driven winding up under sections 228 and 233 to 239A of Cap. 32. It is available only where the directors are prepared to sign a certificate of solvency.

The certificate of solvency is issued under section 233(1) of Cap. 32: having made full enquiry into the company's affairs, the directors state their opinion that the company will be able to pay its debts in full within a period of not more than 12 months from the commencement of the winding up.

⚠ A terminology trap. Many publications still call this document a "statutory declaration of solvency" — a sworn declaration. That wording is out of date: the current Cap. 32 uses "certificate of solvency", defined as a certificate issued under section 233. The formal requirements differ, and the operative text of the Ordinance governs.

The certificate must be issued within the 5 weeks preceding the special resolution to wind up and appoint a liquidator, and filed with the Companies Registry no later than the resolution itself. Notice of the resolution is published in the Gazette within 14 days, and the liquidator notifies the Companies Registry of the appointment and gazettes it within 21 days.

Where no certificate is given, the winding up is a creditors' voluntary winding up by operation of section 233(4). The same conversion occurs if, during the process, the liquidator forms the view that the company will not be able to pay its debts in full within the stated period.

The members then pass a special resolution to wind up and appoint a liquidator, who takes control of the company, realises the remaining assets, discharges liabilities and distributes the surplus among members. This is the standard tool in group reorganisations where a solvent entity holding assets is being retired.

Creditors' voluntary liquidation

Where solvency cannot be certified, the process runs under sections 228 and 240 to 248 of Cap. 32. A creditors' meeting is held, a statement of affairs is presented, and the creditors may appoint a liquidator; where the members have already appointed one, the creditors' choice prevails.

Section 228A of Cap. 32 provides a special procedure allowing directors to commence a voluntary winding up where they have formed the opinion that the company cannot, by reason of its liabilities, continue its business. The liquidation commences when the winding-up statement is delivered to the Companies Registry.

Meetings of members and creditors are then held within 28 days of that filing, after which the process follows the creditors' voluntary liquidation rules. The directors may deliver the winding-up statement to the Registrar only after they have passed the winding-up resolution, caused the company meeting to be summoned within that period, and appointed a provisional liquidator to act from the commencement of the winding up.

The procedure is open to private companies only and applies where winding up by any other route is not reasonably practicable. A director who signs the statement without reasonable grounds for the certification it contains is personally exposed.

Compulsory winding up by the court

A compulsory liquidation begins when a winding-up petition is presented to the court. The grounds are listed in section 177 of Cap. 32 and include a special resolution by the members that the company be wound up by the court, inability to pay debts, and the court's view that winding up is just and equitable.

A company is presumed unable to pay its debts where a creditor's written demand for HKD 10,000 or more remains unsatisfied for at least 3 weeks — section 178 of Cap. 32.

A petition may be presented by the company itself, any creditor, contributories, the Financial Secretary, the Companies Registry, the Official Receiver and, in certain cases, the SFC, the Insurance Authority and the HKMA. For an owner this means that an unresolved debt can hand the initiative for closing the company to somebody else.

Striking off: not a route the company can choose

Striking off is removal from the register on the Registrar's own initiative, not on the company's application. The power sits in Division 1 of Part 15 of the Companies Ordinance and is exercised where the Registrar has reasonable cause to believe that the company is not in operation or carrying on business.

A company cannot apply to be struck off: it is a statutory power of the Registrar. The company is dissolved when its name is struck from the Companies Register.

The distinction matters in practice. English-language commentary often uses "striking off" as a synonym for voluntary closure, which is wrong. The voluntary administrative route is deregistration, and the two differ both in trigger and in consequence: companies struck off by the Registrar are eligible for administrative restoration, while voluntarily deregistered companies can only be restored by the court.

⚠ The "stop paying and wait to be struck off" strategy carries direct risk. Until removal, the company continues to breach its filing obligations, exposing it to penalties and its directors to prosecution — and any property held on the dissolution date vests in the Government as bona vacantia regardless.

Comparing the closure routes

Parameter	Deregistration	Members’ voluntary liquidation	Compulsory winding up
Legal basis	s. 750 Companies Ordinance (Cap. 622)	ss. 228, 233–239A Cap. 32	ss. 177–178 Cap. 32
Who can use it	Private company or company limited by guarantee, other than those in s. 749	Solvent company with a directors\u2019 certificate of solvency	Commenced by petition to the court
Liquidator required	No	Yes	Yes, appointed by the court
Notice of No Objection required	Yes	No	No
Assets on hand	Not permitted	Permitted and realised	Permitted
Liabilities outstanding	Not permitted	Discharged during the process	Discharged in order of priority
Official fees	HKD 270 (IR1263) and HKD 420 (NDR1)	Liquidator\u2019s remuneration and court costs	Official Receiver deposit and court fees
Indicative duration	About 5 months after NDR1 is filed	Typically more than a year	Depends on the court and complexity

The cost gap between the routes is one of orders of magnitude rather than percentages: official fees for deregistration total HKD 690, while a liquidation carries a licensed liquidator's remuneration. That is precisely why deregistration was historically used as a cheap substitute for a members' voluntary liquidation — and why the current Companies Ordinance tightened the conditions by adding the no-proceedings and no-immovable-property tests.

Restoring a dissolved company

Restoration comes in two forms, and which one applies depends on how the company was dissolved.

Administrative restoration (sections 760 to 764 of the Companies Ordinance) is available only to companies whose names were struck off the register by the Registrar of Companies. It does not apply to companies dissolved by deregistration or by winding up.

Restoration by court order runs under sections 765 to 767 of the Companies Ordinance through the Court of First Instance. For a dissolved local company the application must be made within 20 years of the date of dissolution.

A director, member or creditor of the company, or any other person the Court considers to have an interest — including the Government — may apply (section 765(4)). For a creditor who discovers that a debtor has been removed from the register, court restoration is the way to resume recovery.

For a deregistered company the Court may grant restoration if satisfied that any of the requirements in section 750(2)(a), (b), (c), (d) or (e) was not met, or that it is otherwise just to restore — section 767(3)(b).

That is the decisive provision for a creditor. A company that declared it had no outstanding liabilities while a debt was live breached section 750(2)(c), and that breach is a self-standing ground for restoration — no general "justice" argument is needed.

The twenty-year limit does not apply where the purpose of the application is to enable a person to bring proceedings against the company for damages for personal injury — section 766(2). Such an application may be made at any time.

Two procedural details complete the picture. The Registrar may restore a company on his own initiative where satisfied that it was deregistered through his own mistake — but not where the mistake arose from wrong or false information supplied by the applicant (section 763). And if the former name would now be prohibited under section 100, the restored company must change it by special resolution within 28 days and notify the Registrar (section 770).

The conditions for administrative restoration are in section 761(2): the company was in operation or carrying on business when its name was struck off; where Hong Kong immovable property vested in the Government under section 752(1), the applicant has obtained the Government's confirmation of no objection at the applicant's own cost; and the applicant has delivered the documents needed to bring the Registrar's records up to date.

The company is restored on the date the Registrar notifies the applicant of the decision (section 762(2)) and is then treated as having continued in existence as if it had never been dissolved. An application to the Court for directions placing the company and others as nearly as possible in their former position must be made within 3 years of the restoration (section 764(3)).

Running a restoration — administrative or by court order — is work for UPPERSETUP legal services: it combines corporate filings with engagement with the Government over any vested property.

After dissolution: the six-year record-keeping duty

Dissolution does not discharge the former directors. One duty carries its own period and its own sanction, and it is the one most often forgotten.

Under section 758 of the Companies Ordinance, every person who was a director immediately before dissolution must ensure the company's books and papers are kept for at least 6 years after the date of dissolution. Contravention is an offence punishable by a fine at level 3.

The duty applies regardless of how the company was dissolved — deregistration or winding up under sections 226A, 227, 239 or 248 of Cap. 32 alike. It is a defence to establish that the director had reasonable grounds to believe, and did believe, that a competent and reliable person was charged with the duty and was in a position to discharge it.

The practical point is that the archive cannot be cleared out with the office. The sensible approach is to place the financial and corporate records in custody and record who is accountable for them; UPPERSETUP accounting services handle this alongside the final accounts.

What survives dissolution

Section 756 of the Companies Ordinance states it plainly: even though a company is dissolved under Part 15, the liability of every director, manager and member continues and may be enforced as if the company had not been dissolved.

That is the direct consequence of a simplified procedure in which the state does not verify what the company asserts. Section 759 adds that the Court's powers to wind up a company under Cap. 32 are unaffected by the company having been struck off under sections 746 or 747 or deregistered under section 751.

A person who, in connection with a deregistration application, knowingly or recklessly gives the Registrar information that is false or misleading in a material particular commits an offence, and is liable on conviction on indictment to a fine of HKD 300,000 and 2 years' imprisonment, or on summary conviction to a fine at level 6 (HKD 100,000) and 6 months' imprisonment.

The point is that stating the company has no outstanding liabilities is an assertion made under criminal sanction, not a formality. A director who knows of an unresolved supplier claim or a live dispute and files NDR1 anyway is squarely within the offence.

Deregistration also does not write off debt: obligations existing at the dissolution date survive, and a creditor may seek restoration through the court for twenty years afterwards. Assessing that exposure and preparing the corporate resolutions is work for UPPERSETUP legal services.

Alternatives: dormancy, sale and re-domiciliation

Closure is not the only answer for a company that no longer fits its purpose. Each alternative has its own economics.

The first is dormant status under the Companies Ordinance. It reduces the reporting burden but removes neither the annual business registration fee nor the company's existence as a legal person. It makes sense where the entity may be needed again in the foreseeable future.

The second is selling the company. The essential point is that the buyer acquires the history too: unresolved tax positions, liabilities and reputational record travel with the entity.

The third is re-domiciliation — and here a limitation reshapes planning for international groups.

The re-domiciliation regime introduced by the Companies (Amendment) (No. 2) Ordinance 2025, gazetted on 23 May 2025, is inward only: foreign companies may transfer their domicile to Hong Kong, but a Hong Kong company cannot transfer its domicile out.

So "moving" a Hong Kong company to another jurisdiction while preserving the legal entity is not possible. A group relocating its operations is left with two realistic options: incorporate abroad and then close the Hong Kong company, or keep the Hong Kong company dormant. For the opposite direction — bringing a foreign company into Hong Kong — see UPPERSETUP company registration services and Hong Kong Company Registration.

A ten-step deregistration plan

•     Step 1. Confirm the route is available. A private company or company limited by guarantee outside section 749; no proceedings, no Hong Kong immovable property, no liabilities.

•     Step 2. Stop trading and fix the date. Both the three-month dormancy period and the one-month business registration notice run from it.

•     Step 3. Close the employment file. Forms IR56F or IR56G, final settlement with staff, termination notice through the eMPF Platform and payment of contributions.

•     Step 4. Notify the Business Registration Office within 1 month using Form IRC3113 or a letter, and keep paying the business registration fee until dissolution.

•     Step 5. Clear the tax tail. Final returns, payment of profits tax and other charges, answers to IRD enquiries, withdrawal of objections and appeals.

•     Step 6. Take the balance sheet to zero. Close every bank account, including currency sub-accounts and deposits, dispose of remaining assets and keep the confirmations.

•     Step 7. File IR1263 with the HKD 270 fee and obtain the Notice of No Objection — normally within 21 working days.

•     Step 8. File NDR1 with the HKD 420 fee within 3 months of the Notice's issue date, attaching the original or a certified copy.

•     Step 9. Keep complying until dissolution. Annual returns and change notices continue as normal until the second Gazette notice is published.

•     Step 10. Archive the record. Final accounts, bank closure confirmations and corporate resolutions will be needed in any later dispute or review.

The closure calendar: counting from the day trading stops

The deadlines in this process do not run in parallel — they run in sequence, each stage starting only once the previous one closes. The calendar below is realistic for a company with no breaches, counted from the date operations actually ceased.

Time from cessation of operations	Action
Within 1 month	Notify the Business Registration Office of cessation on Form IRC3113 or by letter
Months 0–3	Settle with employees, file IR56F or IR56G, notify the eMPF Platform, file final returns, close bank accounts
After 3 months of dormancy	File Form IR1263 with the HKD 270 fee
Plus up to 21 working days	Inland Revenue Department issues the Notice of No Objection
Within 3 months of the Notice	File Form NDR1 with the HKD 420 fee at the Companies Registry
Plus about 4 working days	Companies Registry letter acknowledging the application
Plus 3 months after Gazette publication	Objection period
Total	Roughly 8 to 9 months from cessation of operations to dissolution

The calendar shows where time is usually lost. The first pinch point is the three-month dormancy: it cannot be shortened, but it can be spent closing the tax and employment tail rather than starting that work after an IRD refusal. The second is the three-month window between the Notice of No Objection and the NDR1 filing: missing it wipes out a completed stage and costs a further HKD 270 and another review cycle.

Bank account closure deserves its own allowance. Unlike the government stages, it runs to no statutory timetable: confirming closure of multi-currency sub-accounts and recovering deposits takes weeks at some banks, and the procedure cannot start with a non-zero balance because of the bona vacantia risk.

Common mistakes and what they cost

•     Filing with money still in the account. Whatever remains on the dissolution date vests in the Government as bona vacantia, recoverable only by restoring the company through the Court of First Instance — a cost out of all proportion to simply transferring the balance beforehand.

•     Ignoring the business registration fee. The company must hold a business registration certificate annually until dissolution. An unpaid fee is a direct ground for refusing the Notice of No Objection.

•     Filing NDR1 more than three months after the Notice. The Notice lapses and the cycle restarts at the IRD: a new Form IR1263, a further HKD 270 and another 21 working days.

•     Stopping annual returns once the application is in. Obligations continue in full until dissolution. A missed filing creates an outstanding liability and a penalty at the precise moment the company is required to be clean.

•     Treating striking off as a voluntary option. Removal from the register is the Registrar's power, not the company's right. Waiting to be struck off means accumulating filing breaches and director exposure.

•     Declaring no liabilities while a dispute is live. Knowingly or recklessly giving the Registrar false information is a criminal offence carrying up to HKD 300,000 and 2 years' imprisonment on indictment.

•     Trying to close a foreign company's branch on Form NDR1. Companies registered under Part 16 are excluded from deregistration; a separate cessation procedure applies.

Which route suits whom, and when to take advice

Deregistration suits a company that never traded or wound down cleanly: no assets, no liabilities, no disputes, filings closed. For a typical non-resident holding or service company that never operated in Hong Kong, it is the fastest and cheapest exit.

A members' voluntary liquidation becomes necessary where a solvent company still holds assets to distribute, or where the group needs a formal liquidator's report for audit or regulatory purposes. Creditors' and compulsory liquidations are regimes in which the owners are no longer the decision-makers.

Specialist review is warranted in five situations: undistributed assets or unresolved claims; live IRD enquiries, objections or appeals; offshore claims made in earlier periods; employees leaving Hong Kong at the same time as the company closes; and the closure of one entity inside a group, where transactions with the surviving companies must be documented properly before trading stops.

Frequently asked questions

How much does it cost to close a Hong Kong company?

The official fees for deregistration are HKD 270 for Form IR1263 at the Inland Revenue Department and HKD 420 for Form NDR1 at the Companies Registry — HKD 690 in total, both non-refundable regardless of outcome. Liquidation costs more, since a licensed liquidator's remuneration is added on top.

How long does deregistration take in Hong Kong?

The Companies Registry estimates about 5 months for the process once Form NDR1 is filed. Add 21 working days to obtain the Notice of No Objection and the three months of mandatory dormancy before the application.

What is a Notice of No Objection and who issues it?

The Notice of No Objection to a Company being Deregistered is a written notice from the Commissioner of Inland Revenue confirming no objection to removal from the register, issued under section 88B of the Inland Revenue Ordinance. It is applied for on Form IR1263 with a HKD 270 fee, normally within 21 working days.

What happens to money in the company's bank account after dissolution?

All property held on the dissolution date, including credit balances in bank accounts, vests in the Government of the Hong Kong SAR as bona vacantia. Recovery requires restoring the company to the register by order of the Court of First Instance.

Can a company with debts be closed by deregistration?

No. Having no outstanding liabilities is a condition of section 750 of the Companies Ordinance, and the IRD will not issue a Notice of No Objection where tax or business registration fees are unpaid. A company with debts must go through liquidation under Cap. 32.

Must annual returns still be filed during the closure process?

Yes. Until the company is deregistered and dissolved, all statutory obligations under the Companies Ordinance continue, including annual returns and notices of changes to directors and the company secretary.

How does striking off differ from deregistration?

Deregistration is voluntary, on application by the company, a director or a member under section 750 of the Companies Ordinance. Striking off is removal from the register on the Registrar's initiative where he has reasonable cause to believe the company is not operating; a company cannot apply to be struck off.

Can a closed Hong Kong company be restored?

Yes, within 20 years of dissolution. Companies struck off by the Registrar may use administrative restoration under sections 760 to 764 of the Companies Ordinance. Companies dissolved by deregistration or winding up can only be restored by order of the Court of First Instance under sections 765 to 767.

Key takeaways

•     Deregistration is available only to a defunct solvent company under section 750 of the Companies Ordinance (Cap. 622); liquidation runs under Cap. 32.

•     The seven conditions are cumulative: unanimous member consent, three months of dormancy, no outstanding liabilities, no legal proceedings, no Hong Kong immovable property held by the company or its subsidiaries, and a Notice of No Objection.

•     The Notice of No Objection is issued under section 88B of the Inland Revenue Ordinance on Form IR1263, fee HKD 270, normally within 21 working days.

•     Form NDR1 is filed with the Companies Registry within 3 months of the Notice's issue date, fee HKD 420.

•     After Gazette publication there is a 3-month objection window; the whole process takes about 5 months and the company is dissolved on the date the second notice is published.

•     Property remaining on the dissolution date vests in the Government as bona vacantia, recoverable only through court restoration.

•     Companies Ordinance obligations and the business registration fee continue until dissolution.

•     False statements in connection with the application are a criminal offence: up to HKD 300,000 and 2 years' imprisonment on indictment.

•     Restoration is available for 20 years: administrative restoration only for companies struck off by the Registrar, court restoration for all.

Summary

A Hong Kong company can be closed in two ways. Deregistration under section 750 of the Companies Ordinance (Cap. 622) is available to a local private company or company limited by guarantee, other than companies specified in section 749 or registered under Part 16. The conditions are cumulative: all members agree; the company has not carried on business during the 3 months before the application; it has no outstanding liabilities; it is not a party to legal proceedings; neither it nor its subsidiaries hold immovable property in Hong Kong; and it has obtained a Notice of No Objection from the Commissioner of Inland Revenue. That Notice is issued under section 88B of the Inland Revenue Ordinance on Form IR1263 with a fee of HKD 270, normally within 21 working days. Form NDR1 must then be filed with the Companies Registry within 3 months of the Notice's issue date, with a fee of HKD 420. The Registrar publishes a notice in the Gazette, and if no objection is received within 3 months the company is dissolved on the date a second notice is published; the process takes about 5 months. Property held on the dissolution date, including bank balances, vests in the Government of the Hong Kong SAR as bona vacantia. Winding up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) applies where assets or liabilities remain: a members' voluntary liquidation requires a directors' certificate of solvency covering 12 months, while creditors' and compulsory liquidations run under sections 228A, 240 to 248 and 177 to 178, with a creditor's unsatisfied demand of HKD 10,000 for 3 weeks raising a presumption of insolvency. Striking off is the Registrar's power, not an application route. Restoration is available for 20 years: administrative restoration under sections 760 to 764 for companies struck off by the Registrar, and court restoration under sections 765 to 767 for all dissolved companies.

Sources

•     Companies Ordinance (Cap. 622) — sections 744–747, 749, 750, 760–767 (elegislation.gov.hk)

•     Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) — Part V, sections 177, 178, 228, 228A, 233–239A, 240–248

•     Inland Revenue Ordinance (Cap. 112) — section 88B

•     Companies Registry — How to deregister a defunct solvent company? (www.cr.gov.hk/en/services/deregister-company.htm)

•     Companies Registry — Information pamphlet PAM 12E, "Deregistration of a Defunct Solvent Company"

•     Companies Registry — FAQs "Deregistration, Striking Off and Winding Up" and "Deregistration and Restoration"

•     Companies Registry — full text of Part 15 of the Companies Ordinance (www.cr.gov.hk/en/companies_ordinance/docs/part15-e.pdf)

•     Companies Registry — Briefing Notes on Part 15 of the new Companies Ordinance

•     Inland Revenue Department — How to Apply for a Notice of No Objection to a Company / LPF Being Deregistered (www.ird.gov.hk/eng/tax/bus_han.htm)

•     Inland Revenue Department — Cancellation of Business Registration (www.ird.gov.hk/eng/tax/bre_cbr.htm)

•     Inland Revenue Department — Company Re-domiciliation Regime (www.ird.gov.hk/eng/tax/bus_redomiciliation.htm)

•     GovHK — Cancellation of Business Registration & Deregistration

•     Norton Rose Fulbright — Brief guide to solvent and insolvent liquidation in Hong Kong

•     BDO — Hong Kong: Company Re-Domiciliation Regime Now in Effect

Disclaimer

This material is for informational purposes only and does not constitute legal, tax, financial, investment or consulting advice. Before making decisions, obtain individual professional advice taking account of your specific circumstances, jurisdiction, company status and current regulatory requirements. Information is accurate as of August 2026.