Quick Answer: A defunct, solvent private company is closed by deregistration under section 750 of the Companies Ordinance: HK$270 to the Inland Revenue Department for a Notice of No Objection, then HK$420 with Form NDR1 to the Companies Registry, and about five months until the Gazette dissolves it. Companies with debts or disputes need a winding up with a liquidator instead, which is slower and far more expensive.
Closing a debt-free Hong Kong private company costs HK$690 in government fees and takes about five months: HK$270 to the Inland Revenue Department for a Notice of No Objection, then HK$420 to the Companies Registry with Form NDR1, followed by two Gazette notices. That route is deregistration under section 750 of the Companies Ordinance. A company that owes money, is in a dispute or holds Hong Kong property must be wound up by a liquidator instead, which costs far more and runs for a year or longer. This guide compares the three exits, walks through the deregistration steps and explains what happens if you simply stop filing. Firms that handle closures are under corporate services and CPA firms on Portal Hong Kong.
Which exit route fits your company?
The Companies Registry's FAQ on deregistration, striking off and winding up describes three ways a company is dissolved. Deregistration is for a defunct solvent private company or company limited by guarantee. Winding up appoints a liquidator to realise assets and pay creditors: members' voluntary if the directors can sign a declaration of solvency, creditors' voluntary if not, and compulsory on a court order. Striking off is the Registrar's own power to remove a company it believes is not operating; a company cannot apply for it.
| Route | Who it suits | Government fees | Time |
|---|---|---|---|
| Deregistration (s.750) | Solvent company that has ceased business for 3+ months, all members agree, no HK property | HK$270 (IRD, IR1263) + HK$420 (CR, NDR1) | About 5 months after NDR1, plus IRD processing of up to 21 working days |
| Members' voluntary winding up | Solvent company with assets to distribute or affairs too complex for deregistration | No fixed government fee; liquidator's fees quoted case by case | Months to over a year, depending on assets |
| Creditors' voluntary or court winding up | Insolvent company; a creditor can petition for a debt of HK$10,000 or more | Court: HK$11,250 deposit to the Official Receiver + HK$1,045 court fee, + HK$3,500 if a provisional liquidator is sought | First creditors' meeting within 3 months of the order; dissolution 2 years after the liquidator's release |
Court fees: Official Receiver's Office Simple Guide on Compulsory Winding-up; deregistration fees: Companies Registry major fees page and the IRD, checked September 2026.
What are the conditions for deregistration?
The Registry accepts Form NDR1 only if every condition in section 750 is met: all members agree; the company has never commenced business or has not operated during the three months immediately before the application; it has no outstanding liabilities; it is not a party to legal proceedings; its assets do not include immovable property in Hong Kong; if it is a holding company, no subsidiary holds Hong Kong immovable property; and it holds a Notice of No Objection from the Commissioner of Inland Revenue. Bank balances, vehicles and other property must be disposed of first, because anything the company still owns on dissolution vests in the Government as bona vacantia. Giving false information on the application carries a fine of up to HK$300,000 and two years' imprisonment, per the Registry's deregistration page.
What are the steps, forms and timeline?
- Close the books. File outstanding profits tax and annual returns, settle tax and prepare final accounts; the profits tax filing guide covers the return. The IRD will not clear a company with unfiled returns or unanswered enquiries.
- Apply for the Notice of No Objection. A director, member or nominee files Form IR1263 with a non-refundable HK$270 fee, by post, in person at the Inland Revenue Centre or online with iAM Smart+. Processing normally takes up to 21 working days. If tax matters are outstanding the IRD lists them instead; once cleared, the notification is resubmitted with no further fee.
- Cancel business registration. Notify the Business Registration Office in writing within one month of ceasing business; the fee and levy are payable up to and including the year of cessation, per the IRD's cancellation page. For 2026/27 that fee is HK$2,350 (IRD fee table).
- File Form NDR1. Within three months of the Notice's date, deliver NDR1 with the Notice and HK$420 through the e-Services Portal or at Queensway Government Offices; the Registry acknowledges receipt in about four working days.
- Gazette notices. The first notice under section 751(1) appears about three weeks after acknowledgement. If no objection arrives within three months, a second notice deregisters the company and it is dissolved that day; the Registry's pamphlet puts the whole process at about five months.
- Loose ends. Close the bank account before the NDR1, notify the MPF trustee of each employee's cessation of employment (MPFA), and keep business records for seven years; the IRD's record-keeping rule carries a fine of up to HK$100,000. Until dissolution the company must still file annual returns and keep a company secretary and registered office; see the company secretary guide.
What do agents charge and what drives the cost?
None of the four large online providers publishes a fixed deregistration price. Guides from Sleek, Osome, Statrys and Air Corporate, all checked September 2026, quote the same HK$690 in government fees and estimate five to nine months end to end; the professional fee follows a review of the books. The dominant expense is the final year's audit and tax filing; Sleek lists tax filing from HK$5,500 per financial year. For a liquidation, Statrys gives a market estimate of HK$30,000 and up in liquidator fees over 6 to 18 months; there is no statutory scale.
What happens if you just stop filing?
An abandoned company does not close itself. It is deemed to carry on business until dissolved, so the HK$2,350 business registration keeps being billed, and the annual return keeps falling due: HK$105 within 42 days of the incorporation anniversary, rising to HK$870, HK$1,740, HK$2,610 and HK$3,480 the later it gets, per the Registry's annual return page. The Registrar prosecutes late filers; the maximum for a defaulting annual return is a HK$50,000 fine plus HK$1,000 a day, per the enforcement page, and every responsible officer can be summonsed. Failing to notify the IRD of cessation carries a HK$5,000 fine and up to a year's imprisonment. The Registrar may eventually strike the company off, but a struck-off company can be restored for 20 years and its property has gone to the Government.
Who can help?
The company secretary usually runs the deregistration and the auditor produces the final accounts. If an agent formed the company, check whether closure was priced in; the company formation guide lists what packages include. Providers on Portal Hong Kong include Tricor Hong Kong and CompanySec.com.
Frequently asked questions
- How much does it cost to deregister a company in Hong Kong?
- Government fees total HK$690: HK$270 to the Inland Revenue Department for the Notice of No Objection (Form IR1263) and HK$420 to the Companies Registry with Form NDR1. Both are non-refundable. The real cost is getting the company clean enough to qualify: the final audited accounts, the last profits tax return and settling any tax, which is why agents quote deregistration case by case rather than as a fixed package.
- How long does deregistration of a Hong Kong company take?
- About five months from filing Form NDR1, according to the Companies Registry pamphlet. The IRD takes up to 21 working days to issue the Notice of No Objection once a valid application and fee are received. The Registry acknowledges the NDR1 in about four working days, publishes a Gazette notice roughly three weeks later, waits three months for objections, then publishes a second notice that dissolves the company. Add the time needed to close the books first.
- What are the conditions for deregistering a private company?
- All members must agree; the company must never have started business or must have stopped for the three months before applying; it must have no outstanding liabilities and not be a party to legal proceedings; its assets must not include immovable property in Hong Kong, and if it is a holding company none of its subsidiaries may hold Hong Kong immovable property; and it must hold a Notice of No Objection from the Commissioner of Inland Revenue.
- What is the IRD Notice of No Objection and how do I get it?
- It is the Commissioner of Inland Revenue's written confirmation under section 88B of the Inland Revenue Ordinance that the department does not object to the company being deregistered. Apply on Form IR1263 with a HK$270 fee, by post, in person at the Inland Revenue Centre in Kai Tak, or online with iAM Smart+. The IRD issues it only if all returns are filed, all tax and business registration fees are paid, and there are no unanswered enquiries or open objections.
- What happens if I just stop filing and abandon the company?
- The company stays alive and its obligations keep running. The annual return still falls due (HK$105 on time, HK$870 to HK$3,480 when late) and business registration keeps being billed. The Registrar can prosecute the company and its officers; the maximum penalty for a late annual return is a HK$50,000 fine plus HK$1,000 a day. The Registrar may eventually strike the company off, but that leaves property vested in the Government and a restorable record rather than a clean exit.
- What is the difference between deregistration and winding up?
- Deregistration is an administrative procedure under section 750 of the Companies Ordinance for a defunct company that owes nothing. Winding up, under Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, appoints a liquidator to collect assets, settle creditors and distribute what is left. Members' voluntary winding up needs a declaration of solvency; creditors' voluntary and court winding up are for companies that cannot pay. Winding up costs liquidator fees and takes far longer.
- Can a deregistered company be restored?
- Yes, by court order under section 765 of the Companies Ordinance, for example if a creditor or the company itself discovers property that vested in the Government as bona vacantia on dissolution. Once the order is granted and the documents are in order, the Companies Registry takes about two months to restore the company. Administrative restoration without a court order is available only to companies struck off by the Registrar, not to companies that were deregistered.
