The answer first
A Hong Kong company that is no longer needed should be closed properly, not abandoned. For a solvent private company, there are two main routes: deregistration under the Companies Ordinance, which is simpler and cheaper but only available if strict conditions are met, and a members' voluntary winding up, which uses a liquidator and suits companies with assets, liabilities or more complex affairs.
Deregistration needs a notice of no objection from the Inland Revenue Department (HK$270) and Form NDR1 (HK$420), and typically takes several months.
At a glance
- Deregistration
- Defunct, solvent companies with nothing left to deal with
- Government fees
- HK$270 (IRD) + HK$420 (Companies Registry), one-off
- Winding up
- Solvent companies with assets, contracts or liabilities to settle
- Insolvent?
- Neither route applies; take advice immediately
The two routes compared
| Point | Deregistration | Members' voluntary winding up |
|---|---|---|
| Suitable for | Defunct, solvent companies with nothing left to deal with | Solvent companies with assets, contracts or liabilities to settle |
| Conditions | Strict statutory conditions (see below) | Directors certify solvency; members pass a special resolution |
| Who manages it | The company, usually through its company secretary | A liquidator appointed by members |
| Government fees | HK$270 (Inland Revenue Department) + HK$420 (Companies Registry) | Higher; plus liquidator's fees |
| Typical timing | Several months | Usually longer, depending on the affairs to be wound up |
| Risk afterwards | Undisposed assets pass to the Government; restoration possible | Assets distributed by the liquidator; final process |
Deregistration conditions
- All members agree to the deregistration.
- The company has never commenced business, or has ceased business for more than three months.
- The company has no outstanding liabilities.
- The company is not a party to any legal proceedings.
- The company has no immovable property in Hong Kong, and, if a holding company, none of its subsidiaries has any.
- The company has obtained a notice of no objection from the Commissioner of Inland Revenue.
Please noteAfter the application is gazetted there is a three-month objection period. The company is dissolved only when the dissolution notice is published. Any assets not dealt with before dissolution pass to the Government.
Choosing the right route
- Choose deregistration if the company is dormant or has ceased trading, its bank accounts can be closed and nothing remains to be done.
- Choose winding up if the company has assets to distribute, contracts to end, creditors to pay or potential claims.
- If the company may be insolvent, neither route above applies; a creditors' winding up may be needed. Take advice immediately.
Key takeawayClose bank accounts, settle tax and file final returns before applying to deregister. Most delays come from outstanding tax returns.
Self-check: where do you stand?
| Question | What to do |
|---|---|
| Has the company ceased business for more than three months? | If not, wait until it has, or consider winding up |
| Are all liabilities, including tax, settled? | If not, settle them first |
| Do all members agree? | Obtain written agreement |
| Does the company own Hong Kong property? | If so, dispose of it first, or consider winding up |
| Are all tax returns filed? | File them before applying for the notice of no objection |
How DBMS Global can help
- Assessing which route suits your company.
- Handling the full deregistration process.
- Coordinating with a liquidator where winding up is needed.
- Our full guide, Closing a Hong Kong limited company, explains deregistration step by step.
In summary
- Deregistration: simple, low cost, strict conditions.
- Voluntary winding up: for companies with affairs to settle.
- Never simply abandon a company.
Official references
- Companies Ordinance (Cap. 622), section 750
- Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
- Companies Registry and Inland Revenue Department: deregistration guidance, www.cr.gov.hk, www.ird.gov.hk