What are the conditions for applying for deregistration?

To apply for company deregistration in Hong Kong, all of the following conditions must be met:• All members of the company agree to deregister the company• The company has not commenced business or operation, or has not carried on business or operation in the 3 months before this application• The company has no outstanding debts• The company is not a party to any legal proceedings• The company's assets do not include any immovable property situated in Hong Kong• If the company is a holding company, none of its subsidiaries' assets include any immovable property situated in Hong Kong• The company is not a company specified in section 749 of the Companies Ordinance (Cap. 622)

What is the difference between deregistration and winding up?

Deregistration is a simplified procedure for dissolving companies that meet specific criteria: the company must be dormant, have no outstanding debts, and all members must agree to deregistration. It is usually faster and cheaper than winding up.Winding up (or liquidation) is a more formal procedure involving the appointment of a liquidator to realize the company's assets, settle debts, and distribute any remaining assets to shareholders. There are two types: members' voluntary winding up (for solvent companies) and creditors' voluntary winding up (for insolvent companies). Winding up applies to companies with assets, liabilities, or ongoing business activities.

How long does the deregistration process take in Hong Kong?

The deregistration process in Hong Kong typically takes 5-7 months from start to finish. This timeline includes:- 1-2 months for preparation and obtaining tax clearance from the Inland Revenue Department- 3-4 months for the Companies Registry to process the application- 3 months for the publication period in the Government GazetteThe actual time may vary depending on the complexity of the company's affairs, how quickly the IRD processes the tax clearance, and the Companies Registry's current workload. We will provide you with a more specific timeline based on your company's situation during the initial consultation.

What are the eligibility requirements for deregistering a Hong Kong company?

To be eligible for deregistration in Hong Kong, the company must meet all of the following conditions:- The company has not commenced business or operation, or has ceased business/operation for at least 3 months- The company has no outstanding debts- All members agree to the deregistration- The company has not been involved in any legal proceedings in the past 12 months- The company has no assets or has properly disposed of all assets- The company is not a party to any legal proceedings

Do I need to obtain tax clearance before deregistering my company?

Yes, obtaining tax clearance from the Inland Revenue Department (IRD) is a critical step before deregistering a Hong Kong company. You need to:- Notify the IRD of your intention to deregister the company- Submit all outstanding tax returns- Prepare and submit final accounts up to the date business ceased- Pay any outstanding taxes- Apply for a tax clearance letter from the IRDThe Companies Registry will not process your deregistration application without confirmation that all tax obligations have been fulfilled. Our team can assist with the entire tax clearance process to ensure a smooth deregistration.

What happens to company assets during deregistration?

Before deregistration, all company assets must be properly disposed of or distributed to shareholders. Any assets still held by the company at the time of dissolution will be transferred to the Hong Kong Government as bona vacantia (ownerless property).For companies with significant assets, we generally recommend:- Preparing a formal distribution plan- Documenting distributions through proper board and shareholder resolutions- Ensuring all distributions are properly recorded in the company's financial statements- Considering the tax implications of asset distributionOur team can provide guidance on the most tax-efficient way to handle asset distribution before deregistration.

Can a deregistered company be restored after dissolution?

Yes, a deregistered company can be restored within 20 years after dissolution. There are two main ways to restore a deregistered company:1. Administrative restoration: Applicable within 6 years of dissolution if the company was struck off by the Companies Registry. Only directors or members at the time of dissolution may apply.2. Court order: Required if more than 6 years have passed or the company was voluntarily deregistered. Anyone who shows an interest to the court (former directors, shareholders, creditors) may apply.The restoration process can be complex and time-consuming. If you anticipate possibly needing to restore the company in the future, we generally recommend considering alternatives to deregistration.

What are the potential liabilities of directors after company deregistration?

Even after a company is deregistered, directors may still face potential liabilities, including:- Personal liability for company debts if proper procedures were not followed during deregistration- Liability for tax obligations if tax clearance was not properly obtained- Potential criminal liability for providing false information in the deregistration application- Liability for claims arising after deregistration that relate to the company's active periodTo minimize these risks, it is essential to follow all proper procedures and ensure full disclosure during the deregistration process. Our comprehensive deregistration service includes measures to protect directors from potential future liabilities.

What is the difference between deregistration and striking off?

Deregistration is a voluntary procedure initiated by the company, while striking off is an administrative action taken by the Companies Registry:Deregistration:- Voluntarily applied for by the company- The company must meet specific eligibility conditions- Requires tax clearance from the IRD- A more controlled procedure with proper closure of affairsStriking off:- Initiated by the Companies Registry- Usually happens when a company fails to file annual returns or respond to Registry correspondence- May occur without proper closure of company affairs- May leave unresolved issues that could cause problems laterWe generally recommend voluntary deregistration rather than letting a company be struck off, as it provides a cleaner and more definitive end to the company's existence.

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Company Deregistration — At a Glance

HK$3,000

Service Fee

HK$3,790

All-In

5-7 Months

Processing Time

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Peace of Mind with Our Deregistration Services

Smooth Business Closure

Our experienced team handles the entire deregistration process, ensuring your company is properly closed while meeting all legal requirements.

Complete Document Handling

We prepare and submit all necessary documents to the Companies Registry and Inland Revenue Department.

Efficient Time Management

Our streamlined process ensures your company is deregistered as quickly as possible, typically 5-7 months.

Tax Clearance Expertise

We handle all tax clearance requirements, ensuring your company has no outstanding tax liabilities before completion.

Company Deregistration Service

Choose from our comprehensive business deregistration solution, designed to meet your company's requirements and ensure full regulatory compliance.

HK$3,000

+ HK$790 gov fees & disbursements

All-in HK$3,790

Company Deregistration

Professional deregistration service for Hong Kong companies that meet the eligibility requirements.

Complete eligibility assessment
Professional document preparation
Application submission and monitoring
Regulatory compliance guidance
Tax clearance assistance

Deregistration Process

From obtaining the IRD Notice of No Objection to filing with the Companies Registry, the whole process takes about 5-7 months.

Obtain the IRD Notice of No Objection

File Form IR1263 with the Inland Revenue Department to apply for the Notice of No Objection, clearing all outstanding returns and tax. This typically takes about 4-6 weeks.

File Form NDR1 with the Companies Registry

Within 3 months of obtaining the Notice of No Objection, file Form NDR1 with the Companies Registry (government fee HK$420), followed by a 3-month notice period in the Government Gazette.

Why Choose Us for Deregistration

Our professional team ensures a smooth and compliant company closure process

Comprehensive Solution

We handle all aspects of the deregistration process, from initial assessment to final dissolution.

Tax Expertise

Our tax professionals ensure all tax obligations are properly handled before closure.

Cost-Effective Solutions

We recommend the most suitable and cost-effective approach based on your specific situation.

Regulatory Compliance

We ensure all regulatory requirements are met to avoid any future liabilities.

Key Considerations

Key factors to consider before deregistering your Hong Kong company.

Eligibility Requirements

To be eligible for deregistration, the company must not have carried on business in the past 3 months, have no outstanding debts, and all members must agree to the deregistration.

Tax Implications

All tax returns must be up to date, and final tax clearance must be obtained from the Inland Revenue Department before the deregistration process can begin.

Asset Distribution

All company assets must be properly distributed to shareholders before deregistration.

Administrative Restoration

For a dissolved local company, an application must be made within 20 years after the date of dissolution. For a non-Hong Kong company, the application must be made within 6 years after the date of striking off.

Frequently Asked Questions

Find answers to common questions about deregistering a Hong Kong company.

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