In this course · 5 of 5
Course 6
Grow, hire or close
5 lessons · 5 min
- 1What do I need to do when hiring my first employee in Hong Kong?
- 2Can an online store use freelancers or overseas staff, and what changes for the owner?
- 3How do I transfer my sole proprietorship online store to a Hong Kong limited company?
- 4How do I close an online store run as a sole proprietorship in Hong Kong?
- 5How do I deregister or close a Hong Kong limited company that ran an online store?

The short answer
A solvent, inactive Hong Kong company can apply to the Companies Registry (CR) for deregistration if all members agree, it has no outstanding liabilities, it is not party to legal proceedings and the Inland Revenue Department (IRD) does not object. Otherwise it must be wound up. Annual returns and tax filings continue until dissolution.
There are two main routes.
Deregistration (Companies Ordinance, Part 15): a company that has not carried on business or operated for at least three months before applying, has no outstanding liabilities, and is not a party to legal proceedings can apply for deregistration to the Companies Registry. All members must agree. The company must own no immovable property in Hong Kong and must have filed all outstanding annual returns, and only a private company or a company limited by guarantee can use this route. The Registry also consults the IRD, which may object, for example if tax remains outstanding. The Commissioner of Inland Revenue must issue a notice of no objection, and the application is made on Form NDR1 within three months of the date of that notice. Once published in the Gazette and if no objection arises, the company is dissolved after the statutory period.
Winding up: an insolvent company, or one that cannot meet the deregistration conditions, must go through liquidation, with a liquidator appointed.
Before closing:
- Settle tax, staff and creditor claims and close platform and payment accounts.
- Inform the Business Registration Office of cessation.
- File the final profits tax return and audited accounts.
- Keep accounting records for the period the law requires.
Simply ignoring the company leaves it on the register, and late annual returns and tax filings keep attracting penalties. Check the Registry's current guidance and conditions.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), Part 15
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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