Closing a Hong Kong limited company by deregistration

The answer first

Deregistration is a simplified administrative route, under section 750 of the Companies Ordinance (Cap. 622), for closing a defunct, solvent private company. It is not available if the company has outstanding debts, disputes, or assets still to be dealt with.

It involves two authorities in sequence: the Inland Revenue Department, which must first issue a Notice of No Objection (NNO), and the Companies Registry, which processes the deregistration and dissolves the company. Government fees are HK$270 (IRD) and HK$420 (Companies Registry), but the process typically takes around 6 to 8 months from a clean starting position, because of statutory processing and public notice periods that cannot be shortened.

At a glance

Suitable for: Defunct, solvent private companies
Government fees: HK$270 (Form IR1263, IRD) + HK$420 (Form NDR1, Companies Registry); one-off, non-refundable
Realistic timeline: About 6 to 8 months in a straightforward case
Dissolved on: The date of the second Gazette notice

Are you eligible?

Companies Ordinance conditions

The company is a private company.
It has not commenced business, or has ceased operation or business.
It has no outstanding liabilities.
All members agree to the deregistration.
It is not a party to any legal proceedings.
It has no immovable property in Hong Kong, and, if a holding company, no subsidiary with immovable property in Hong Kong.

Inland Revenue Department conditions for the NNO

The company has never commenced operation, or has ceased business, and will not start or resume business.
It has disposed of all trading stock, landed property and securities.
It has no outstanding tax liabilities, including Profits Tax, Property Tax, Stamp Duty, Business Registration fees, fines, penalties and court fees.
It has filed all issued returns and has no unanswered IRD enquiries.
It has no unsettled objections or appeals against assessments.

Before you apply: a pre-application review

All business activities have stopped.
Contracts, leases, service agreements, employment and vendor or customer matters are settled.
All liabilities, including professional fees, government fees, taxes and accruals, are paid.
The company holds no remaining assets: cash, deposits, receivables, vehicles, securities or Hong Kong property.
All members agree, and the company is not involved in any litigation, claim or investigation.
All statutory and tax filings are up to date.

ImportantIf any property remains in the company at dissolution, it may vest in the Government as bona vacantia. Dispose of all property properly before applying.

The process, step by step

Step	What happens
1. Prepare the company	Cease operations, settle liabilities, dispose of assets, complete bookkeeping, file outstanding returns, settle Business Registration fees, prepare to close bank accounts, obtain members' consent
2. Apply for the NNO	Form IR1263 to the IRD, with the HK$270 fee. The IRD's published service standard is 21 working days for a complete application; allow around 1.5 to 2 months where outstanding returns must be filed first
3. File with the Companies Registry	Form NDR1 with the NNO, within 3 months of the NNO's date of issue, with the HK$420 fee
4. First Gazette notice	Usually around 3 weeks after the Registry acknowledges the application
5. Objection period	3 months after the first Gazette notice
6. Second Gazette notice	If there is no objection, the company is declared deregistered and dissolved on that date

Key takeawayThe company is not closed when the NNO is issued or when Form NDR1 is filed. It is closed only on the date of the second Gazette notice.

What you must keep doing while the application is pending

Do not resume business. The NNO is granted on the basis that the company has ceased and will not resume.
Maintain statutory compliance, for example Form NR1 or ND2B if particulars change.
Deal with IRD correspondence and settle any assessments issued before deregistration.
Keep Business Registration in force until dissolution. If a renewal demand note has already been issued, the certificate will generally need renewing before the application can proceed, so lodge the application before the demand note where possible.
Keep records available for follow-up questions, and avoid taking on new assets or liabilities.

Documents we will need from you

Latest Business Registration Certificate and Certificate of Incorporation.
Incorporation documents and the latest Annual Return.
Cessation date, latest accounts, bank statements and bank closure details.
Confirmation that liabilities are settled and no assets remain.
IRD correspondence, including the latest Profits Tax Return, assessments and demand notes.
Confirmation of no litigation or claim; written consent of all shareholders; signed authorisation for us to act.

Key risks and points to understand

Deregistration suits only a defunct, solvent company. Where there are liabilities, disputes or assets to realise, a members' voluntary winding up may be more appropriate.
Assets left behind may vest in the Government.
A deregistered company can only be brought back by application to the Court of First Instance.

How DBMS Global can help

Pre-application review of liabilities, assets, filings and members' consent.
Preparing and lodging Form IR1263 and handling IRD queries.
Preparing and filing Form NDR1 once the NNO is issued.
Monitoring the Gazette notices and confirming dissolution.
Tracking ongoing statutory and Business Registration obligations while the company remains on the register.
Where deregistration is not suitable, we say so plainly and coordinate a winding up with a liquidator and lawyers.

In summary

Two stages: IRD Notice of No Objection, then Companies Registry deregistration.
Around 6 to 8 months in a straightforward case; government fees HK$270 and HK$420.
The company exists, with all its obligations, until the second Gazette notice.

Official references

Companies Ordinance (Cap. 622), section 750
Companies Registry: deregistration of private companies, www.cr.gov.hk
Inland Revenue Department: Notice of No Objection (Form IR1263), www.ird.gov.hk