How do I deregister a defunct Hong Kong company, step by step?
Obtain a Notice of No Objection from the IRD, then file Form NDR1 with the Companies Registry within three months of that notice, with the HK$420 non-refundable fee. The company must be solvent, defunct and meet all statutory conditions. The Registry then publishes a Gazette notice, and the company is dissolved only if no objection is received within 3 months of that notice.
Eligibility (s.750; not for public companies or banks, insurers and similar regulated companies)
- A local private company or company limited by guarantee that is defunct and solvent.
- All members agree to deregistration.
- It has not operated or carried on business in the previous 3 months.
- No outstanding liabilities and no legal proceedings.
- No Hong Kong immovable property (also none held by a subsidiary, for a holding company).
- Overdue annual returns must be filed first.
Steps
- Dispose of property such as bank balances, vehicles and land before applying.
- Apply to the Commissioner of Inland Revenue for a Notice of No Objection using Form IR1263.
- Normally within 3 months of the notice's issue, file Form NDR1 with the Registry, either online or in hard copy, with the notice (original for paper, certified copy for electronic filing).
- Pay HK$420, non-refundable.
- The Registry acknowledges receipt (about four working days) and publishes a notice in the Gazette about three weeks later.
- The Gazette notice allows 3 months for objections. If none is received, the Registrar publishes a second notice and the company is deregistered, and dissolved, on that date. Until then it must keep filing returns.
Warnings
- Giving false or misleading information is an offence (up to HK$300,000 and 2 years' imprisonment on indictment).
- Cancel the business registration with the IRD as needed.
- If the company has debts or assets that cannot be cleared, use winding up instead.
Legal basis
- Companies Ordinance (Cap. 622), s.749
- Companies Ordinance (Cap. 622), s.750
- Companies Ordinance (Cap. 622), s.751
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
- How much does it cost to incorporate a company in Hong Kong (Companies Registry fee plus business registration)?The Companies Registry fee is HK$1,545 online or HK$1,720 on paper. On top of that, business registration costs HK$2,350 for a one-year certificate (HK$2,200 fee plus HK$150 levy) or HK$6,170 for three years, for companies incorporated between 1 April 2026 and 31 March 2027. Professional fees are extra.
- What are the business registration fee and levy in Hong Kong now?For certificates starting from 1 April 2026 to 31 March 2027, a one-year business registration certificate costs HK$2,350 (HK$2,200 fee plus HK$150 levy) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). A branch certificate costs HK$230 for one year.
- How do I change my Hong Kong company name, and what does it cost?Pass a special resolution of the members to adopt the new name, then deliver the notice and resolution to the Companies Registry, which charges HK$295. The change takes effect when the Registrar issues a certificate of change of name. Update contracts, bank accounts and letterheads afterwards.
- What are the late fees if I file the Hong Kong annual return late?Instead of HK$105, the Companies Registry charges HK$870 if the return is up to three months late, HK$1,740 for three to six months, HK$2,610 for six to nine months and HK$3,480 beyond nine months, counted from the return date. Failing to file can also lead to prosecution.
- How do I transfer shares in a Hong Kong private company, and what stamp duty applies?Transfers use a signed instrument of transfer, usually with a sold note and bought note, stamped at the IRD Stamp Office. Stamp duty on the sale is 0.1% each for buyer and seller of the consideration or value if higher, with a fixed HK$5 duty on the instrument of transfer. The company records the change and reports it in the next annual return.