Hong Kong Company Deregistration Guide 2026: Form NDR1, the IRD Notice of No Objection and How to Close Your Company Properly

According to statistics released by the Companies Registry of Hong Kong, 195,343 local and re-domiciled companies were added to the register in 2025, while 99,406 companies were dissolved over the same period (Companies Registry, January 2026). Closing a company cleanly is just as much a part of doing business as opening one. Yet many founders discover too late that Hong Kong company deregistration is a formal, condition-based legal process, not something that happens automatically when you stop trading.

If your startup has run its course, your holding vehicle is no longer needed, or you wound down a project company and want to stop paying for secretarial services and Business Registration, this guide walks you through the full Form NDR1 process: the statutory conditions under Part 15 of the Companies Ordinance (Cap. 622), the Inland Revenue Department's Notice of No Objection, government fees, realistic timelines, and the pitfalls that get applications rejected.

What Is Company Deregistration in Hong Kong?

Company deregistration is the administrative removal of a defunct private company from the Companies Register under Part 15 of the Companies Ordinance (Cap. 622). Once the Registrar of Companies publishes the deregistration notice in the Gazette, the company is dissolved and ceases to exist as a legal person.

It is the standard exit route for private companies that have stopped trading and have no debts. It is deliberately cheap and simple, so that dormant companies do not accumulate compliance obligations forever. The Companies Registry sets out the procedure in its published guidance, Guidelines on Application for Deregistration of a Defunct Private Company (cr.gov.hk).

Unlike liquidation, deregistration does not involve a liquidator. Unlike a court-ordered strike-off, it is voluntary and initiated by the company itself. The trade-off is strict eligibility: if your company fails even one of the statutory conditions, the Registrar must refuse the application.

Who Is Eligible? The Statutory Conditions Under Section 750

Under section 750 of Cap. 622 and the Companies (Deregistration) Rules, a private company may apply for deregistration only if all of the following conditions are met:

• All members consent. Every member of the company must agree to the deregistration.
• The company has ceased operation, or never commenced operation, and is not carrying on business at the time of application.
• The company has no outstanding liabilities. This includes tax debts, unpaid employees, and money owed to creditors.
• The company is not a party to any legal proceedings in Hong Kong or elsewhere.
• Its assets and liabilities have been dealt with consistently with its articles of association, e.g. distributed to members or otherwise lawfully disposed of.
• It has no outstanding obligations under the Business Registration Ordinance (Cap. 310), such as unpaid Business Registration fees.
• It is not a holding company of a company that is still operating (the group must be wound down first).

One point that surprises applicants: the company does not need to be "dormant" in the technical sense of section 5 of Cap. 622 (a declared dormant, non-trading company). It simply needs to have genuinely stopped operating and to have tidied everything up.

The Deregistration Process Step by Step

Step 1: Put Your Compliance House in Order

Before anything else, the company must be clean on the record. That means:

• All annual returns (Form NAR1) filed, with any late fees and penalties paid. If your annual return is overdue, the Companies Registry will reject the NDR1 application until the return is filed.
• All outstanding Profits Tax returns and employer's returns filed with the Inland Revenue Department (IRD).
• A final set of accounts prepared up to the cessation date.
• If the company held a business registration, notify the IRD of business cessation in writing within one month, as required under section 19 of the Business Registration Ordinance (Cap. 310).

Step 2: Apply for the IRD's Notice of No Objection

The Inland Revenue Department must confirm it has no objection to the deregistration. You apply for a Notice of No Objection (NCL) using Form IR1263, free of charge, through the IRD's eTAX portal or by paper.

The Commissioner of Inland Revenue will only issue the Notice of No Objection if:

• The company has not commenced business since incorporation, or has ceased carrying on business;
• The company has no outstanding tax liabilities;
• All tax returns have been duly furnished; and
• The IRD is not auditing or investigating the company, and has no uncompleted enquiries.

In straightforward cases the IRD issues the Notice within roughly one to two months. If the company has unfiled returns, the IRD will require them first, which extends the timeline considerably.

Step 3: File Form NDR1 with the Companies Registry

Once you hold the Notice of No Objection, submit Form NDR1 to the Companies Registry together with the Notice and a prescribed fee of HK$270. Both documents must be delivered within the period stated on the Notice. The application must be accompanied by a written statement from a director or company secretary confirming the section 750 conditions are satisfied.

Step 4: First Gazette Notice and the Three-Month Objection Period

If the Registrar is satisfied, a first Gazette notice of the proposed deregistration is published in the Hong Kong Gazette. Anyone who objects, including creditors or the IRD itself, may lodge an objection within three months of that notice. In practice, if the pre-application checks were done properly, objections are rare.

Step 5: Second Gazette Notice and Dissolution

If no valid objection is received, the Registrar publishes a second Gazette notice announcing that the company will be deregistered. The company is then dissolved on the date of the second notice, and its property (if any was overlooked) vests in the Government as bona vacantia.

Costs and Timeline: What to Budget For

Deregistration is by far the cheapest formal exit route in Hong Kong. Direct government costs are modest:

• Form NDR1 filing fee: HK$270 (Companies Registry)
• IRD Notice of No Objection: free of charge (Form IR1263)
• Costs of catching up on compliance, if any: outstanding NAR1 filing fees escalate from HK$870 up to HK$3,480 for long-overdue returns, plus a fixed penalty of HK$870 for private companies.
• Professional service fees, if you engage a TCSP provider to manage the process, typically in the low thousands of HK dollars including final accounts and filings.

On timing, allow five to eight months from start to finish: one to two months for the IRD Notice of No Objection, then the NDR1 processing and the mandatory three-month objection window, then the second Gazette notice. A company that needs to catch up on filings first should add several months.

Deregistration vs Liquidation vs Court Strike-Off

Deregistration is not the only way to close a Hong Kong company, and it is not always the right one:

• Deregistration (Part 15, Cap. 622): best for solvent, defunct private companies with no liabilities. Cheap (HK$270), no liquidator, but strict eligibility conditions.
• Members' voluntary liquidation: best for solvent companies that need a formal, court-supervised winding up, for example to deal with substantial asset distributions or to obtain tax certainty. Faster closure of residual affairs, but significantly more expensive because a liquidator must be appointed.
• Strike-off by the Registrar (section 661, Cap. 622): the Registrar can strike off companies believed to be defunct, but you should never wait for this. A forced strike-off leaves directors exposed to compliance liabilities and can be reversed, causing messy title and banking problems later.
• Creditors' winding up / compulsory liquidation: for insolvent companies. A completely different regime with different duties; deregistration is never available to an indebted company.

Why Deregistration Applications Get Rejected

In our experience handling company closures for clients at vOffice, four issues account for most rejections:

• Overdue annual returns. The company stopped paying for secretarial services but never filed its final NAR1. Everything must be filed and penalties paid first.
• Unfiled tax returns. The IRD will not issue the Notice of No Objection while any return is outstanding, even if the company made no sales. "No business" still means "a Nil Profits Tax return must be filed".
• Residual assets or bank balances. An untouched bank account or property holding fails the conditions. Assets must be distributed or lawfully disposed of before applying.
• Continuing "business" activity. Even receiving rental income or interest on a bank deposit can be treated as carrying on business, which disqualifies the company until the activity stops.

A Practical Scenario: Winding Down a Consultancy Startup

Consider a typical case. Two consultants incorporate a Hong Kong limited company for a project, open a corporate bank account, and operate for eighteen months. The project ends. They stop invoicing but leave the bank account open with HK$40,000 in it, and let the annual return and Business Registration renewal lapse.

Correctly handled, the sequence is: final Profit Tax return for the last year of assessment; notify the IRD of business cessation; close the bank account and distribute the balance per the articles; file the outstanding NAR1 with the late filing fee; obtain the Notice of No Objection; file NDR1 with HK$270; wait out the Gazette procedure. Total elapsed time: around seven months, with total government costs under HK$4,000 including catch-up penalties. Handled incorrectly, by simply walking away, the same company keeps accruing Business Registration fees and risks prosecution of its directors for filing failures, and the bank balance may eventually vest in the Government after dissolution.

Key Takeaways

• Deregistration under Part 15 of Cap. 622 removes a defunct, solvent private company from the Companies Register, starting with the IRD's Notice of No Objection and ending with a second Gazette notice.
• All section 750 conditions must be met: member consent, ceased operation, no liabilities, no legal proceedings, and no outstanding obligations under Cap. 310.
• The direct government cost is only HK$270 for Form NDR1, but budget for catching up on overdue NAR1s and tax returns first.
• Allow five to eight months, including the mandatory three-month objection window after the first Gazette notice.
• Never just walk away. An abandoned company accumulates fees and exposes officers to enforcement action, while its assets may vest in the Government.

Ready to close your Hong Kong company the right way? vOffice is a Hong Kong licensed TCSP service provider with over 23 years of experience in company registration and corporate services. Our team can assess whether your company qualifies for deregistration, tidy up outstanding filings, and manage the IRD and Companies Registry procedures end to end. Contact us at https://voffice.com.hk/contact-us, or chat with our AI assistant anytime at https://voffice.com.hk/ai-assistant for an instant assessment of your company's deregistration eligibility.

References

1. Companies Registry, HKSAR Government. Guidelines on Application for Deregistration of a Defunct Private Company. Available at: https://www.cr.gov.hk
2. Companies Ordinance (Cap. 622), Part 15 and section 661. The Government of the HKSAR, e-Legislation. Available at: https://www.elegislation.gov.hk
3. Inland Revenue Department. How to Apply for a Notice of No Objection to a Company's Deregistration (Form IR1263). Available at: https://www.ird.gov.hk
4. Companies Registry statistics on newly registered and dissolved local companies, January 2026 (1,557,103 local companies on the register in 2025; 195,343 newly registered; 99,406 dissolved).
5. Business Registration Ordinance (Cap. 310), section 19. The Government of the HKSAR, e-Legislation.
6. GovHK. Deregistration of a Local Limited Company. Available at: https://www.gov.hk

About the author: vOffice is a Hong Kong licensed TCSP (Trust or Company Service Provider) service provider with over 23 years of experience in company registration, company secretarial, accounting and corporate services, serving thousands of entrepreneurs and SMEs operating in and through Hong Kong.