De-registering (closing) a company in Hong Kong

If you have incorporated a company in Hong Kong, it is important to know how essential it is to stay up to date with the annual filings. Companies are not allowed to just simply stop their company filings, even if the company is about to be deregistered. The HK government does not automatically just strike off a company. In Hong Kong, to deregister a business, you would have to follow the proper procedure for filing the appropriate forms and notifying the Companies Registry in Hong Kong.

Keeping in mind that your business is no longer functional, and it does not have any liabilities or debts, you can deregister the business. Closing a company in Hong Kong includes some specific steps to follow and documents to submit. Moreover, the processes may take months to complete, while the cost of these processes depend entirely on how the company is being closed.

Anyway, life happens, businesses change, and things go on. So, if you have concluded that you no longer want your Hong Kong Private Limited Company, continue reading to understand all about closing a company in Hong Kong.

Deregistering Your Hong Kong Company: Key Reasons & Methods

As mentioned above, even though it might seem the most sensible thing to do, unless it is entirely unavoidable, you should avoid closing a company in Hong Kong. But if you still want to close it, your company has to be eligible to close down as well. The common reasons why a business in Hong Kong can be closed are:

• The failure of the company to carry on any kind of business activities.
• The company is no longer profitable.
• The incapacity to pay the debts of the business.
• The falling out between the shareholders of the corporation.
• Non-compliance with statutory responsibilities, that further includes the mismanagement of business affairs, etc.
• Corporate restructuring of the union to which the corporation belongs.

Other than these reasons, the government of Hong Kong would not accept any request in Hong Kong to deregister a company. To deregister a company means to close it or to liquidate it. In conventional terms, it is known as the liquidation of a company.

Moreover, there are three methods which a company gets dissolved: deregistration, striking off and winding up. Even though the three processes lead to the dissolution of the company, each follows a significantly distinct method.

What deregistration (closure) of a company in Hong Kong mean?

A defunct solvent company can be dissolved easily, which meets the requirements by applying for the deregistration process. This process falls under section 750 of the Companies Ordinance. Overall, this method is the most straightforward way to close a company.

Is liquidation the same as deregistration? No, liquidation is not the same as deregistration. While Members’ Voluntary Liquidation (MVL) is a process initiated by shareholders to wind up a solvent company that has reached its end, its key distinction from simple deregistration is the appointment of a liquidator to manage the entire process.

Key Requirements for Deregistration

The closing of a company in Hong Kong via the deregistration process means to completely close the corporation that is no longer functional. Other than this, the company should not have any debts or liabilities, which would mean it is a solvent company. If you are making the application in Hong Kong to deregister your company, you need to check if your business meets the following obligations:

• all the members of the organization agree to the deregistration
• the corporation has not initiated service or business, or carried out business, or has not been in operation during the three months immediately before the application (application made at least three months after the cessation date)
• there are no outstanding liabilities of the company
• there are no legal proceedings or any such cases related to the company
• there isn’t any immovable property of the company that is situated in Hong Kong
• if the business is a holding corporation, none of its auxiliary assets include any immovable property located in Hong Kong

Other than this process, there are two others that also eventually result in the dissolution of the business. One is the winding up of the business, and the other is the striking off of the business.

Striking Off a Company

Under any condition or circumstance where the Companies Registry feels that the business is not in operation or is not carrying out any business, they would strike the name of the company off the Companies Registry. And as soon as the name of the firm gets struck off the Companies Register, it would be dissolved. Striking off is a legal power bestowed on the Registrar; a company cannot apply for striking off.

Winding Up a Company

Another process of closing a company in Hong Kong is winding up. It is the process of settling the accounts of the business and eventually liquidating the assets of the business to the distribution of the total assets to its members and dissolving the company. Moreover, there are two paths to wind up the business for closing the company in Hong Kong – compulsory winding up or voluntary winding up.

The voluntary winding up of the company can be initiated by the creditors or the members (shareholders). The government itself proceeds with the compulsory winding-up method, and it takes place when the Hong Kong Court orders the compulsory winding-up of the company.

Which Company can get Deregistered in Hong Kong?

In Hong Kong, to deregister a company, it has to be a local private company by guarantee or a local limited company. This is because these are the only types of businesses that are eligible to get deregistered. Other than this, the company has to be listed in the Companies Ordinance either under section 749(2) or Part XI. Moreover, the company has to also be a firm that is a solvent business.

How to deregister a company in Hong Kong in 3 Steps  

Navigating the process of deregistering a company in Hong Kong can seem complex, but understanding the steps makes it much clearer. This table breaks down the entire procedure, from initial applications to final dissolution, outlining what’s involved in each stage and what you can expect. It’s your essential guide to a smooth company closure.

Step	Key Details & Timeline
1. Apply for a "Notice of No Objection" from the Inland Revenue Department (IRD)	• Complete application form, usually obtained from your startup agency. • Request can be made by a nominated person, member, or director. • Processing typically takes around 21 working days (or 14 days for expedited). • Issued only if the company has no outstanding tax liabilities or other obligations.
2. Submit documents to the Companies Registry (CR) and publish notice in the Gazette	• Must be submitted within 3 months from the "Notice of No Objection" issue date. • Required documents include a completed application form (for Private Company or Company Limited by Guarantee) and the original "Notice of No Objection." • All original documents must be submitted in hard copy.
3. Companies Registry review and final notices (leading to company dissolution)	• If satisfied, CR issues an "Approval Letter" within 5 business days. • Notice of planned deregistration is published in the Hong Kong Gazette. • A 3-month objection period follows. • If no objections, CR publishes a final Gazette notice, and the company is dissolved.

Now that it is clear what the different processes of closing a company in Hong Kong are, let us now understand more about the deregistration process of a defunct solvent company, since it is the most straightforward method.

Step 1: Apply for the Inland Revenue Department’s “Notice of No Objection”

At first, it is vital to apply for the “Notice of No Objection to a Company being Deregistered.” It is also called the “Notice of No Objection,” and it is obtained from the Commissioner of the Inland Revenue Department. To get this, you would have to fill out the Application form that can be obtained from the agency that helped you with the startup in Hong Kong.

A company has the right to request the “Notice of No Objection” for the process of closing a company in Hong Kong under section 750 of the Companies Ordinance. Also, as per the section 88B of Inland Revenue Ordinance, a request that has been made by a person who is entitled to apply for the private company’s deregistration under section 750 of the Companies Ordinance, the Commissioner of the Inland Revenue Department might issue a written notice stating that there is no objection regarding the company being deregistered.

Who can request deregistration?

The request can be made only by the:

• any person who was nominated by the firm (with copy of nomination letter)
• a member or the director of the corporation (with copy of authorization letter)

Processing of the request

The normal time for the processing of the issue of the No Objection notification in Hong Kong to deregister a company is about 21 working days. The time starts from the lodgement date for the notification by the submission of a valid application along with the payment of the prescribed fee.

The earliest a person can obtain the demand notice is within 14 days. But in case an applicant wants to get it much before this date, they would have to submit the completed application form and give the hard copy to the Deregistration Section at 11/F Revenue Tower, Hong Kong. In this case, a demand note would be issued on the next day of the payment. This is since the Department would only start the processing of the request upon receiving the confirmation of the relevant fee receipt.

And the notice of no objection to a business would be issued by the Commissioner of the Inland Revenue Department for the issuer to go ahead in closing the company in Hong Kong. This will only be issued if the company has no outstanding liabilities and tax matters. Otherwise, the business would instead get a notification stating the obligations or issues that are outstanding.

As soon as all the outstanding things are cleared, the applicant will be able to resubmit the application for the completion of the notification. Also, there wouldn’t be any need to pay the fee on the re-submission.

Company Accounts and Taxation

Once you proceed with deregistering a company, you would need to submit the final accounts of the company up until the cessation date (last day of business) for the company. These company accounts would state the last financial period of the company, and show the IRD that the company has cessed business activities thereafter.

The importance of this cessation date is also as a reference to the IRD for issuing the Profits Tax Returns (PTRs) for the company, and any provisional tax held over. Note that the IRD will not ask for the next year’s provisional tax in the case of a company’s final accounts for deregistration. Otherwise, you may state to the IRD when you receive the tax demand note that the company’s has ceased business and will deregister;

For companies conducting business overseas and have applied for the profits tax exemption, the company’s accounts are also important, as the IRD may send a Tax Query Letter in regards to the profits exemption during the de-registration process. This letter will contain questions and requests for documents for the company’s tax exemption claim. If the company does not respond or provide sufficient evidence, they would not be able to deregister successfully. In this case, it is better to provide sufficient information and documents to the IRD.

Conditions for the issue of a “Notice of No Objection”

The IRD Commission would issue the notice of No Objection only if:

• there has never been any business activity in the business, or the company has ceased for some time
• there wouldn’t be any business activity in the company in the future
• if there are any securities, landed property, and trading stock, the company has disposed of all of it
• there aren’t any outstanding tax liabilities that includes the court fees, fines, and penalties, Business Registration fee, Stamp Duty, Property Tax, Profits Tax, and other payments related to this
• there aren’t any outstanding obligations under the IRD for the company. It includes the liability to inform the Commissioner of the IRD in writing that the business is responsible for paying the tax on the assessment of any year during which a return was not received, and the return(s) which have been issued by the IRD
• there aren’t any undecided inquiries from the Department
• there aren’t any unresolved appeals or disputes regarding the assessments already raised

In case any of the mentioned conditions are not satisfied, the company would not be able to obtain the notice of no objection. So, it is better to cross-check these things and make sure your business meets the requirements before closing the company in Hong Kong.

Step 2: Submit Documents to Companies Registry & Publish Notice

Once your corporation obtains the “Notice of No Objection” from the Inland Revenue Department (IRD), you can then proceed to <strong>deregister your company in Hong Kong. This next phase involves publishing a notification in the company Gazette.

Additionally, you must submit specific documents to the Companies Registry (CR) within three months of the Notice of No Objection’s issue date. These include a correctly completed application form (for a Company Limited by Guarantee or Private Company), the original “Notice of No Objection” from the IRD Commissioner, and any other information the CR may request related to your application to deregister the company. All original hard copies of these documents are required; even if submitted via e-Registry, physical copies might still be needed from the director, company secretary, or applicant.

Step 3: Companies Registry Review and Final Notices

After the documents have been submitted to the CR, the final steps for closing the company in Hong Kong begins. The steps that take place are:

• Approval Letter: If satisfied, the CR issues an approval letter within five business days.
• Gazette Notice: A notice of planned deregistration is then published in the Hong Kong Government Gazette.
• Objection Period: A three-month period follows for any objections to be raised.
• Final Dissolution: If no objections are received, the CR publishes a final Gazette notice, and your company is officially dissolved.
• Timeline: The entire deregistration process typically takes five to six months from start to finish.
• Asset Disposal: Upon dissolution, all company assets, including bank balances, become bona vacantia (government property). It’s crucial to seek legal/professional advice for proper asset disposal before applying for deregistration.
• Business Registration: If discontinuing operations, notify the Business Registration Office and Inland Revenue Department within one month to cancel your Business Registration.
• Ongoing Obligations: You must continue to fulfill all corporate obligations (like filing annual returns) until the company is officially deregistered to avoid prosecution.

Essential Reminders for Company Deregistration & Restoration

Once you’ve initiated the company deregistration process in Hong Kong, there are several crucial points to keep in mind to ensure a smooth journey and understand post-closure possibilities.

• Keep Contact Information Updated: Always notify the Companies Registry in writing (e.g., via letter) of any changes to the address of the nominated person, applicant, presenter, directors, or the company’s registered office. This ensures vital communications reach the correct party throughout the process.
• Tracking Deregistration Progress: You can monitor the publication of your company’s deregistration notices in the Hong Kong Government Gazette, typically published on Fridays. These notices are usually posted about three weeks after the Companies Registry issues its approval letter. You can access the Gazette online or by conducting a company search via the CR’s Cyber Search Centre or Mobile Service, using your company number.
• Company Restoration: If you wish to restore a deregistered company, you must apply to the Court of First Instance. This process generally takes about two months and requires a court order and submission of specific documents. It’s highly advisable to seek legal counsel for this application.
• Name Availability Post-Restoration: If your deregistered company’s name is taken upon restoration, you must change it within 28 days of completion.
• Other Dissolution Methods: The government can also initiate a compulsory winding-up or strike off a company. You can check Gazette Notices for information on such actions regarding your company.
• Restoring Struck-Off Companies: Restoring a company struck off by the Companies Ordinance is possible via court order or administrative restoration, both typically requiring professional assistance.
• Ongoing Obligations: Until official deregistration, fulfill all corporate obligations like filing annual returns and notifying registered office changes; failure can lead to prosecution.

Some More Points to Process of Closing a Company in Hong Kong

Here are some other points that can help you understand the process of closing a company in Hong Kong:

• As soon as you are about to apply in Hong Kong to deregister your company, it is advised to close the bank account and the credit card as soon as possible. This should be done before you make the application for the deregistration.
• You should also remove all the funds before you close the account, since there are situations where, after a business is deregistered, the banks do not allow the director to remove any funds. This then leads them to restore the company and then remove the funds from the bank account by showing the company documents and registration certificate.
• People with credit cards that have time security deposits are advised to begin the process of closing a company 3 to 4 months earlier than the filing date.
• As mentioned above, once the process of closing a company in Hong Kong is completed, the company name becomes available for someone else. This is also the reason why some people choose to make their company dormant, rather than deregister it. It should be noted here that the company name is not the same as the Hong Kong trademark, which has a completely different process.
  
  

  Overall Timeline - The entire process of deregistering a company in Hong Kong, from obtaining the "No Objection Notice" to official striking off.

  • Approximately 5 to 6 months in total. • Longer processing times are due to IRD/CR reviews and the 3-month public objection period.

  Additional Information

  • Asset Disposal: All company assets, including bank balances, become "bona vacantia" (government property) upon dissolution. Seek professional advice on proper asset disposal before applying. • Business Discontinuation: If your business stops operating, notify the Business Registration Office and IRD within one month to cancel your Business Registration. • Ongoing Obligations: You must continue fulfilling all corporate obligations (e.g., annual returns) until official deregistration to avoid prosecution. • Restoration Option: A deregistered company can be restored via court • Dormant Company: An alternative to deregistration is making the company "dormant," allowing you to retain the name and assets.order (approx. 2 months), but a name change might be needed if the original is taken.

The 6-Month Timeline for Closing a Company in Hong Kong

How long does it take to deregister a company in Hong Kong? It has been mentioned above that the No Objection Notice can take up to 21 days to a month to obtain. While the other processes take up to 5 months. This makes a total timeline of about 6 months for closing a company in Hong Kong. In short, to have a Hong Kong company officially struck off the Companies Registry takes about 6 months in total.

The time required is long since most of the processing time is taken up by the Inland Revenue Department and the Companies Registry. The time here is taken to consider and approve the application for closing a company in Hong Kong. Moreover, if there is a deadline to complete the process, there is little room to expedite the process. This is since they give about 3 months to the public for objecting to the deregistration of the business after all the other processes have been completed.

Hence, if you are about to deregister your company in Hong Kong, you need to be prepared to have a lot of patience.

What happens after deregistration?

Once deregistration is complete, your company loses its legal status and is no longer recognized as an entity. Any remaining assets or legal claims held by the company before its removal from the register will then become bona vacantia, meaning they revert to the government.

Deregistration Alternatives for Your Hong Kong Company

Before deciding to close your company in Hong Kong through deregistration, consider other options. You might choose to make your company dormant, effectively “putting it on ice” for a year or more during periods of inactivity.

This approach lets you retain your company name and ownership of assets like intellectual property or real estate. You also keep existing agreements and contracts intact while the company is paused. Unlike deregister, where these assets and agreements are lost upon dissolution, a dormant company can be quickly reactivated. This means you can easily resume business operations right where you left off, continuing to offer the same services without the complexities of starting a new entity.

NOTE: It must be kept in mind that if you choose to make your company dormant, you cannot operate the business at that time. In short, this means that you would not have any cash flow in it and no new business contracts or staff. It is just in existence but the company is not utilized.

If you have decided that the company will never have to be restored and you are done with it, you can go ahead with the process of closing the company in Hong Kong. But the deregister process needs some of the necessary know-how and compliances with the many legal requirements and terms. Hence, it is advised to take professional help from an agency like Startupr to complete the process of closing your company in Hong Kong without much hassle. Connect with Startupr today to know more about the process and implement the idea soon!

Last update: June 2025