What is the difference between deregistration, winding up and striking off in Hong Kong?
Deregistration is a cheap route for a defunct, solvent company that applies itself. Winding up is the formal process of settling accounts and distributing assets, needed when there are debts or complexity. Striking off is initiated by the Registrar when a company appears not to be operating, and a company cannot apply for it.
All three end with the company dissolved, but they suit different situations.
Deregistration (s.750, Cap. 622)
- Company applies, using Form NDR1 and an IRD no-objection notice.
- Only for defunct, solvent companies with no liabilities, no legal proceedings and no Hong Kong immovable property.
- Fee HK$420. Quicker and cheaper than winding up.
Winding up (Cap. 32)
- Settling accounts, selling assets, paying creditors and distributing what remains to members, then dissolving.
- Used for insolvent companies or where the deregistration conditions are not met. It can be voluntary (members' or creditors') or by court order.
- Normally involves a liquidator and professional costs; seek advice.
Striking off (Part 15, Division 1)
- The Registrar may strike off a company where there is reasonable cause to believe it is not operating or carrying on business.
- A company cannot apply for it.
Restoration Restoring a company after deregistration generally needs a court order (the Registrar can restore it only if it was deregistered by the Registrar's own mistake). Dissolved company property passes to the Government as bona vacantia unless restored. Administrative restoration after striking off is possible within 20 years where the company was operating when struck off, but not for companies dissolved by deregistration or winding up.
Choosing If the company has no assets, debts or disputes and all members agree, deregistration is usually appropriate. Otherwise take professional advice before dissolving.
Legal basis
- Companies Ordinance (Cap. 622), ss.744-746
- Companies Ordinance (Cap. 622), ss.750-751
- Companies Ordinance (Cap. 622), s.760
- Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
Sources
Applies to 2026 · Last reviewed 29 October 2026
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.
Related questions
- Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
- How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
- How does a partnership work in Hong Kong, and what is a limited partnership?A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
- What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
- Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.