The cheapest way to close a Hong Kong company that is solvent and has stopped trading is to deregister it. You first get a Notice of No Objection from the Inland Revenue Department, then file Form NDR1 with the Companies Registry and pay HK$420. The company is dissolved once a Gazette notice has run for three months without objection.
Deregistration only works if the company has no debts, no property in Hong Kong and no legal disputes. If it does, you need a winding up instead, which is slower and far more expensive.
This guide explains which route fits, the steps in order, the realistic timeline, and what to settle before you apply.
Three Ways a Hong Kong Company Ends
Hong Kong law offers three routes. Only two are chosen by the owners.
Route | Who starts it | When it fits | Cost and time |
|---|---|---|---|
Deregistration | The company | Solvent, inactive, no liabilities | Lowest. Government fee HK$420 plus preparation |
Winding up (liquidation) | Members, creditors or the court | Company has assets to distribute or debts to settle | Highest. A liquidator is appointed and paid |
Striking off | The Registrar | Company appears to have stopped operating and stopped filing | Not a plan. Assets pass to the government |
Our position is clear. If the company qualifies, Hong Kong company deregistration is the right route for almost every small foreign-owned company. Winding up is for companies with something left to sort out. Striking off is what happens when nobody acts, and it leaves the company's remaining assets with the government.
Who Qualifies for Deregistration?
Hong Kong company deregistration is set out in the Companies Ordinance (Cap. 622). A private company or a company limited by guarantee can apply if every one of these conditions is met:
• All members agree to the deregistration.
• The company is inactive. It never started business, or it stopped business more than three months before the application.
• No outstanding liabilities. That includes tax, fees, wages, MPF contributions, supplier bills and loans.
• No legal proceedings. The company is not a party to any court case.
• No immovable property in Hong Kong. The company owns no land or buildings here.
• Not a holding company of a subsidiary that holds Hong Kong immovable property or has liabilities.
Some company types are excluded altogether, such as licensed banks and insurers. For an ordinary trading, consulting or holding company, these exclusions rarely apply.
Check the liabilities point carefully. A single unpaid accountant's invoice or a director's loan that the company still owes technically makes it ineligible. Settle or formally waive them before you apply.
How to Close a Hong Kong Company Through Deregistration
The process has two government stages, and they must happen in this order.
Step 1: Stop trading and settle everything
Close out contracts, collect receivables, pay all bills, and distribute any remaining cash to shareholders. The company should end with no assets other than a nominal balance, and no liabilities.
Step 2: Bring filings up to date
File any outstanding annual returns and profits tax returns. The tax office will not issue clearance while returns are missing, and the Registry expects the company's filings to be current. Our guide to the Hong Kong annual return (NAR1) explains how to clear overdue ones.
Step 3: Apply for a Notice of No Objection
Apply to the Inland Revenue Department, normally on Form IR1263. The IRD checks that all tax returns are filed and all tax is paid. It may ask for final accounts or other information first. This is usually the slowest stage, and its length depends on how clean the company's tax history is.
Step 4: File Form NDR1
Once you hold the notice of no objection, file Form NDR1 with the Companies Registry and pay the HK$420 fee shown on the Registry's fee schedule. File promptly, because the IRD notice should be no more than three months old when the Registry receives it. The fee is not refunded if the application fails.
Step 5: Gazette notice and dissolution
The Registry publishes a notice in the Gazette stating that it may deregister the company. If no one objects within three months, it publishes a second notice, and the company is dissolved on that date.
[In-content image: close-hong-kong-company-deregistration-forms.jpg. Alt text: Form NDR1 and an IRD notice of no objection on a desk, the two key documents to close a Hong Kong company]
How Long Does Deregistration Take?
Plan for about six months, sometimes longer.
Stage | Typical time |
|---|---|
Wind-down, final accounts and overdue filings | Depends on the company, often 1 to 2 months |
IRD notice of no objection | Several weeks, longer if questions are raised |
Registry review after NDR1 | A few weeks |
Gazette objection period | 3 months, fixed |
The three-month Gazette period cannot be shortened. Everything before it depends on how organized the company's records are. A company with missing tax returns can spend longer on Step 2 than on the rest of the process combined.
Why Applications Get Delayed or Refused
Most problems come from the same short list.
• Missing tax returns. The IRD will not issue its notice while any profits tax return is outstanding, including returns for years when the company did nothing.
• A stale IRD notice. If the notice is more than three months old when Form NDR1 reaches the Registry, expect to apply for a fresh one.
• Hidden liabilities. An unpaid secretary fee, an audit bill or a shareholder loan still on the balance sheet makes the company ineligible on paper.
• A bank account left open. Banks keep charging fees, so the company is never truly free of liabilities. Close it before you apply.
• An objection in the Gazette period. A creditor, a former employee or another party who believes the company owes them money can object. The Registry will then not proceed until the matter is resolved.
Each of these is avoidable with a final review before filing. Spending a week checking the books is cheaper than restarting a six-month process.
Deregistration vs Winding Up
Winding up, also called liquidation, is the formal route. A liquidator takes control, sells assets, pays creditors in a set order, and distributes whatever is left.
There are three kinds:
• Members' voluntary winding up. For a solvent company. The directors make a declaration of solvency, and the shareholders appoint a liquidator.
• Creditors' voluntary winding up. For an insolvent company, with creditors involved in choosing the liquidator.
• Compulsory winding up. Ordered by the court, often on a creditor's petition.
The comparison that matters:
Point | Deregistration | Members' voluntary winding up |
|---|---|---|
Company must have no assets or liabilities | Yes | No |
Liquidator needed | No | Yes |
Cost | Low | Much higher, mainly professional fees |
Typical duration | Around 6 months | Often longer, depending on assets and creditors |
Choose winding up when the company still holds assets you need distributed properly, owns Hong Kong property, or has creditors you cannot pay in full before applying. Choose deregistration in every other case.
What Happens to Assets After Dissolution?
Anything the company still owns on the day it is dissolved becomes the property of the government, as ownerless property. That includes money in a bank account you forgot to close.
So close the bank account, transfer the domain names, assign any trademarks, and move any remaining funds before the second Gazette notice. Once the company is dissolved, it cannot sign anything.
A dissolved company can sometimes be restored by court order, for example if an asset was overlooked. Restoration is slow and costly, and it is a repair, not a plan.
Before You Close: A Checklist for Foreign Owners
Non-resident owners have extra steps, because the company's bank, records and tax position often sit in different places. Work through these in order:
1. Collect all receivables and pay every supplier, service provider and tax bill.
2. Prepare final accounts to the date trading stopped, and have them audited where required.
3. File the final profits tax return and any overdue returns.
4. Tell the Business Registration Office the business has ceased.
5. Close the bank or payment accounts and move any remaining cash to the shareholders.
6. Resign from any staff, MPF or payroll arrangements, and settle final employee payments.
7. Decide who will keep the company's records. Accounting records must be kept for at least seven years.
8. Report the closure at home if your country requires you to declare foreign companies.
Our accounting team can prepare final accounts and the tax filings needed for clearance.
Is Closing Always the Right Move?
Not always. Two alternatives are worth a look first.
Dormancy. If you might use the company again, declaring it dormant keeps the company alive while removing some filing duties. You still need a secretary and a registered office, so it is not free. It does, however, preserve the company's age, name and history, which some banks and partners value.
Re-domiciliation or restructuring. If the real goal is to move the business elsewhere, it may be possible to re-domicile rather than close and start again. See our guide on Hong Kong re-domiciliation. If you are replacing the company with a new Hong Kong entity under a different structure, our Hong Kong company registration service can set that up alongside the closure.
Keeping a company you never use, without making it dormant, is the worst option. It still owes yearly filings, fees and audits, and missed filings eventually lead to penalties.
Before You Close a Hong Kong Company
Settle every liability, bring every filing up to date, and close the bank account before you apply. If those three are done, the rest is paperwork and waiting. If any one of them is not, the process stalls at the tax office.
Most foreign owners rely on their company secretary to coordinate the closure. Our guide to the Hong Kong company secretary role covers what that role includes. For a refresher on setup and costs, see how to start a business in Hong Kong as a foreigner. LAINEXUS handles closures from tax clearance through to the final Gazette notice.
Frequently Asked Questions
How long does it take to deregister a company in Hong Kong?
Plan for around six months. The Gazette objection period alone is three months and cannot be shortened. Before that, the Inland Revenue Department must issue a notice of no objection, which can take several weeks or longer if tax returns are missing or the department has questions about the final accounts.
Can a company with debts be deregistered?
No. A company must have no outstanding liabilities when it applies, including tax, fees, wages and loans. If debts remain and cannot be paid in full first, the right route is a winding up, where a liquidator deals with creditors in the order the law requires.
What happens if I just stop filing and let the company lapse?
The Registrar may eventually strike the company off the register. Before that, it will collect late fees and its officers can face prosecution for missed filings. Any assets left in the company when it is struck off pass to the government, including money in bank accounts.
Do I need to visit Hong Kong to close my company?
Usually not. The tax clearance application and Form NDR1 can be prepared and filed through your company secretary or another authorized provider. Directors sign the documents remotely. A visit may only help if a bank insists on seeing an account holder in person before closing an account.
Is a notice of no objection the same as tax clearance?
In practice, yes. The notice is the Inland Revenue Department's confirmation that it does not object to the company being deregistered, usually because all returns are filed and tax is paid. The Companies Registry will not accept Form NDR1 without it, and the notice should be recent when filed.
This article is general information, not legal advice. Fees and procedures were checked on 8 October 2026 and can change. Confirm current requirements with the Companies Registry and the Inland Revenue Department before applying.