The most expensive way to close a Hong Kong company is to do nothing. Until the company is struck off or deregistered, the annual return, business registration and profits tax duties continue — and the penalties compound year after year. Directors can be prosecuted for the failures.
There are two proper routes: deregistration for a solvent company that has stopped trading, and winding up where there are creditors or disputes. There is also a third option — keeping the company alive but dormant.
On this page
- Three ways to stop
- Deregistration step by step
- Dormant company option
- What must be done first
- Fees
- Common questions
Three ways to stop
| Route | When it applies | Typical timing |
|---|---|---|
| Deregistration (NDR1) | Solvent, no outstanding liabilities, all members agree, ceased business for at least 3 months | 5 – 8 months |
| Members' voluntary winding up | Solvent but with assets to distribute, or where deregistration is unavailable | 9 – 18 months |
| Dormant status (s.447) | Company kept alive but not trading | Immediate on resolution |
A fuller comparison is in deregistration vs winding up.
Deregistration step by step
- Bring filings up to date — outstanding annual returns, audits and profits tax returns must be completed first.
- Settle liabilities — the company must have no outstanding debts, including tax.
- Members' agreement — all members must agree to the application.
- Notice of No Objection — apply to the Inland Revenue Department; this is usually the longest step.
- Form NDR1 — file with the Companies Registry within 3 months of the Notice being issued.
- Gazette and strike-off — the Registry publishes notice; deregistration follows if no objection is received.
Dormant company option
Under section 447 of the Companies Ordinance a private company may, by special resolution, declare itself dormant. From then on it is relieved of the obligation to prepare audited financial statements and hold annual general meetings, for as long as it has no accounting transactions. It must still keep its business registration current and file the annual return.
This suits a company you want to keep — for the name, a licence, or a future project — without paying for an audit each year.
What must be done first
- All outstanding bookkeeping completed, year by year
- All outstanding audits signed
- All outstanding profits tax returns filed and assessments settled
- Business registration paid up to the date of application
- Bank accounts closed and remaining assets distributed
- Employees' final payments, MPF and IR56F filings completed
A company cannot be deregistered with outstanding tax matters. Skipping the catch-up work only delays the outcome.
Fees
| Service | Fee |
|---|---|
| Deregistration handling (NDR1 and Notice of No Objection) | From HK$3,500 |
| Companies Registry deregistration fee | HK$420 |
| IRD Notice of No Objection fee | HK$270 |
| Dormant company resolution and filing | From HK$1,200 |
| Catch-up bookkeeping, audit and tax filing | Quoted per year |
Common questions
Can I just stop renewing the business registration?
No. The company remains on the register and the duties continue. Penalties accumulate and directors may be prosecuted.
How long does deregistration take?
Typically five to eight months from a clean starting position; longer where prior years still need auditing.
Can a deregistered company be restored?
Yes, by court order within the statutory period, but it is slow and costly. Deregister only when you are certain.
Call 3687-1127 or tell us how many years are outstanding for a closing plan and quote.