Deregistration Services

Hong Kong Company Dissolution & Deregistration

Closing a Hong Kong company correctly is as important as opening one. HEVEA HK guides you through the full deregistration process — cleanly, compliantly, and with no loose ends.

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Your options

Two paths to closing your Hong Kong company

The right closure method depends on your company's situation. Most dormant or inactive companies qualify for the simpler deregistration route.

Recommended
Voluntary Deregistration
3 to 6 months — From $890

The Companies Registry deregistration route is available to companies that have been dormant for at least 3 months and have no outstanding liabilities. This is the most cost-effective and straightforward route for most founders.

  • Suitable for dormant or inactive companies
  • No court involvement required
  • Significantly lower cost than winding up
  • Company name released and removed from register
  • Government gazette notice published
  • Timeline: 3 to 6 months from application
From $890
Voluntary Winding Up
6 to 18 months — From $3,500

Voluntary winding up is required when the company has outstanding assets, liabilities, or creditors that need to be formally settled before dissolution. This process involves appointing a liquidator.

  • Required when the company has assets or liabilities
  • A licensed liquidator must be appointed
  • Liquidator settles all debts, distributes remaining assets
  • Final accounts filed with Companies Registry
  • Significantly longer and more expensive process
  • Timeline: 6 to 18 months
From $3,500
Not sure which route applies to you? Contact us at hello@heveahk.com. We'll review your company's status and confirm which method applies. The assessment is free.
Eligibility

Requirements for deregistration

To qualify for the simplified deregistration route under Section 750 of the Companies Ordinance Cap. 622, your company must meet all of the following criteria.

  • Dormant for at least 3 months — no business activities, no receipts, no payments since at least 3 months before the application
  • No outstanding liabilities — no unpaid debts, no pending tax obligations, no outstanding loans
  • No pending legal proceedings — no court cases, arbitration, or regulatory investigations involving the company
  • All annual returns filed — NAR1 filings up to date with the Companies Registry
  • Consent of all members — all shareholders must agree in writing to the deregistration
  • No outstanding business with the IRD — no pending tax assessments or objections with the Inland Revenue Department

Before you apply

These steps must be completed before submitting the deregistration application:

  • File all outstanding Profits Tax returns with the IRD
  • Settle any outstanding Business Registration fees
  • Close all company bank accounts and transfer remaining funds to shareholders
  • File the final Profits Tax return (marking it as the last return)
  • Obtain "no objection" letter from the IRD (we handle this)
  • File all overdue Annual Returns (NAR1) with the Companies Registry
  • Pass a shareholder resolution agreeing to deregister
Important: Attempting to deregister while owing taxes or with an open bank account will result in rejection. HEVEA HK performs a pre-application compliance check before filing.
Process

The deregistration timeline

From instruction to official closure, here is the full step-by-step process managed by HEVEA HK.

1
Week 1–2
Pre-application compliance check

We review all outstanding obligations — tax returns, annual returns, Business Registration, bank accounts, and liabilities. We identify and resolve any blockers before filing. You receive a status report and action checklist.

2
Week 2–4
IRD clearance & no-objection letter

We notify the Inland Revenue Department of the intended deregistration and obtain a "no objection" letter. This confirms the company has no outstanding tax liabilities. The IRD typically takes 2–4 weeks to issue this letter.

3
Week 4–6
Submission to Companies Registry

We file Form NDR1 (application for deregistration) with the Companies Registry together with the IRD no-objection letter, shareholders' consent, and all supporting documents. The CR acknowledges receipt and begins the review process.

4
Month 3–6
Government Gazette notice & final dissolution

The Companies Registry publishes a dissolution notice in the Hong Kong Government Gazette. After a 3-month objection period with no objections received, the company is formally struck off the register and dissolved. You receive official confirmation.

Understanding the options

Deregistration vs Strike-off vs Winding Up

These three terms are often confused. Here is a clear comparison of how each works and when it applies.

Criterion Voluntary Deregistration Strike-off (by CR) Winding Up
Who initiates The company (voluntary) Companies Registry (involuntary) Company shareholders or court
When used Dormant company, no liabilities Failure to file annual returns / no response to CR Company has assets and/or debts to settle
Liabilities allowed? No — must be clear No (but often ignored — creates risk) Yes — liquidator settles them
Liquidator required? No No Yes — licensed liquidator
Court involvement? No No Optional (creditors' winding up = yes)
Timeline 3–6 months 2–3 months after notice 6–18 months
Cost range From $890 Nil (but penalties may apply) From $3,500+
Restoration possible? Yes, within 20 years Yes, within 20 years Yes (complex, court application)
Preparation

Required documents for deregistration

  • Completed Form NDR1 — Application for Deregistration of Company
  • IRD "No Objection" letter confirming no outstanding tax obligations
  • Written consent of all shareholders (signed by each member)
  • Board resolution approving the deregistration
  • Confirmation that the company has been dormant for at least 3 months
  • Confirmation of no outstanding liabilities (statutory declaration)
  • Confirmation of no pending legal proceedings
  • Latest Annual Return (NAR1) — filed and accepted by Companies Registry
  • Copies of all director and shareholder passports
  • Bank closure confirmation letters (if applicable)
FAQs

Frequently asked questions

Yes. A deregistered company can be restored to the Companies Registry within 20 years of dissolution. Restoration requires a court order or, in simpler cases, an administrative application. HEVEA HK can assist with company restoration if needed.
The Companies Registry will eventually strike the company off for failing to file annual returns. However, this creates significant risks: fines accumulate, your directors are exposed to penalties, and outstanding liabilities remain your personal responsibility. Voluntary deregistration is always the safer and cleaner option.
Yes. A company cannot deregister if it holds an active bank account with funds. You must close the account, transfer remaining funds to shareholders (documenting it as a shareholder distribution), and obtain a bank closure confirmation letter before applying.
The Inland Revenue Department typically takes 3 to 6 weeks to process the request and issue the no-objection letter, provided all tax returns have been filed and no outstanding assessments are pending. HEVEA HK submits this request as the first step so it does not delay the overall process.
Ready to close your Hong Kong company?
From $890 for deregistration. Full compliance check included — no surprises.