Who this is for
- Hong Kong private companies that never started business, or have not operated for at least 3 months
- Companies with no outstanding liabilities, no legal proceedings and no immovable property in Hong Kong
- Cases where all shareholders agree to close the company
Companies that do not meet these conditions generally need to be wound up instead (see Other ways to close a company below).
What's included / not included
Included
- Initial assessment of eligibility for deregistration
- Company search to check annual return and record status
- Preparing IRD Form IR1263 (request for a Notice of No Objection to a company being deregistered)
- Preparing Companies Registry Form NDR1 and members' consent documents
- Handling queries from the IRD and the Companies Registry
- Monitoring the Gazette notice period and confirming the outcome
Not included
- Government fees
- Final accounts, audit and profits tax return (if the IRD requires them; see Related services)
- Government fees for any overdue annual returns
- Closing bank accounts and dealing with assets and liabilities (the company must do this before applying)
- Winding-up proceedings and related legal or liquidator fees
Government fees
| Item | HK$ | Notes | Source |
|---|---|---|---|
| IRD Notice of No Objection application (IR1263) | 270 | Non-refundable regardless of outcome | ird.gov.hk, FAQ |
| Companies Registry deregistration application (NDR1) | 420 | Non-refundable | cr.gov.hk, PAM 12 |
| Total | 690 | Excludes any overdue NAR1 fees | — |
Eligibility (all conditions must be met)
- All members agree to the deregistration
- The company has never commenced business, or has not operated or carried on business in the 3 months 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 include immovable property in Hong Kong
- If it is a holding company, none of its subsidiaries' assets include immovable property in Hong Kong
- The company has obtained a Notice of No Objection from the Commissioner of Inland Revenue
On deregistration the company is dissolved, and any remaining property (including bank balances) vests in the Government as bona vacantia. Deal with all assets before applying.
Documents required
This is a general document checklist; confirm the applicable items and secure handover arrangements at consultation. Please do not send identity or accounting records through the website form; your consultant will arrange a secure handover.
- Certificate of Incorporation and Business Registration Certificate
- Written consent of all members to the deregistration
- Director details and signatures (IR1263, NDR1)
- Evidence that bank accounts are closed (recommended)
- Date business ceased, and a statement of assets and liabilities
- Any tax returns or accounts the IRD requests
Process and timeline
Case timing is confirmed during consultation and depends on documents, authorities and third parties. No completion or approval time is guaranteed; statutory deadlines require separate checking.
| Step | What happens | Who | Typical time |
|---|---|---|---|
| 1 | Check eligibility, settle assets and liabilities, close bank accounts | You + HKESC | Depends on the company |
| 2 | Submit IR1263 with HK$270 | HKESC → IRD | The IRD normally issues a Notice of No Objection (or of objection, if tax matters are outstanding) within 21 working days of receiving the application or fee, whichever is later |
| 3 | Within 3 months of the notice's issue date, file NDR1 with HK$420 | HKESC → CR | The CR normally acknowledges receipt within 4 working days |
| 4 | CR publishes a notice of the proposed deregistration in the Gazette | CR | If no objection is received within 3 months of publication |
| 5 | CR publishes a further Gazette notice; the company is deregistered and dissolved | CR | The CR states the whole process takes about 5 months |
Ongoing obligations
Until it is deregistered and dissolved, the company must keep meeting its Companies Ordinance obligations, including filing annual returns and notifying changes of registered office, company secretary and directors.
Other ways to close a company
| Route | When it applies | Notes |
|---|---|---|
| Deregistration (this page) | Solvent, inactive, meets all conditions | Simpler and lower-cost |
| Members' voluntary winding-up | Solvent but not eligible for deregistration (e.g. assets to distribute) | A liquidator is appointed under the Companies (Winding Up and Miscellaneous Provisions) Ordinance; we can refer you to a professional |
| Creditors' voluntary or compulsory winding-up | Insolvent | Involves a liquidator and court process; seek professional advice |
| Striking off by the Registrar | Initiated by the Registrar | The Registrar may strike off a company it reasonably believes is not operating; a company cannot apply to be struck off. The company is dissolved, but directors' and members' liabilities may continue. Not recommended as a way to close a company |
FAQ
Can we just leave the company and let it be struck off?
We don't recommend it. Striking off is the Registrar's statutory power, not something a company can apply for. Until then, annual returns remain due, with late fees and a risk of prosecution. On dissolution the company's property passes to the Government, and directors' liabilities may continue.
How long does deregistration take?
The IRD's Notice of No Objection normally takes about 21 working days, followed by a 3-month Gazette period after NDR1 is filed. The Companies Registry puts the whole process at about 5 months.
There is still money in the company's bank account. Can we apply?
Deal with it first. Any property still held by the company on dissolution vests in the Government. Distribute or dispose of all assets and close the accounts before applying.
Do we still file annual returns during deregistration?
Yes. Until the company is formally dissolved, annual returns and change filings are still required.
Will the IRD object?
If there are outstanding tax matters or liabilities (for example, unfiled tax returns), the IRD will issue a notice of objection. These must be resolved first.
Can a deregistered company be restored?
A company dissolved by deregistration cannot apply to the Registrar for administrative restoration; it must apply to the court, which is more involved.