Should I make my company dormant or deregister it (NDR1)?

Dormant (s.5)

• The company continues to exist and can restart later.
• Audit, AGM and annual return duties are paused while dormant.
• Any accounting transaction ends dormancy and brings personal liability for those debts.

Deregistration by NDR1 (defunct solvent company) The Registry's pamphlet gives these conditions:

• All members agree.
• The company has not started business, or has not operated or carried on business in the three months immediately before the application.
• It has no outstanding liabilities, is not a party to legal proceedings, and owns no immovable property in Hong Kong.
• All annual returns have been filed, and the company is a private company or a company limited by guarantee.
• The Commissioner of Inland Revenue has issued a Notice of No Objection.

The application is made within three months of the date of the notice, using Form NDR1 and a non-refundable fee (HK$420 on the Registry's forms list as at November 2026; check the Registry for the current fee).

Which to choose

• Planning to restart soon: dormancy.
• Finished for good and nothing owed: deregistration.
• Not sure of your liabilities or unpaid tax: speak to a professional first.

Audit link Until the company is either dormant or removed from the register, the audit duty continues each financial year. The IRD issues its Notice of No Objection only if, among other conditions, the business has ceased and will not resume, there are no outstanding tax liabilities and the returns it has issued have been submitted. It does not accept unaudited accounts to support a return unless the company is dormant under s.5.