Last updated 6 September 2026.
A dormant, solvent Hong Kong company is normally closed by deregistration under section 750 — which needs every member to agree, no outstanding liabilities, no live litigation, no Hong Kong property, and a written Notice of No Objection from the Commissioner of Inland Revenue. Once filed, a three-month Gazette objection period runs before the company can be dissolved, so five months from decision to closure is a realistic expectation.
One thing to settle before you read any further: empty the bank account first. Anything still in the company when it dissolves belongs to the Government, and getting it back is considerably harder than moving it beforehand.
Deregistration or winding up — which applies?
| Deregistration | Winding up | |
|---|---|---|
| For | A solvent company that has stopped, with everyone in agreement | A company that cannot meet the conditions — debts, disputes, disagreement, or property |
| Route | Application to the Registrar, Cap. 622 s.750 | Cap. 32, the Companies (Winding Up and Miscellaneous Provisions) Ordinance |
| Cost | A filing fee and professional time | A liquidator, and materially more of both |
| Time | Roughly five months, most of it waiting | Longer, and open-ended if there are disputes |
Most small Hong Kong companies that have simply stopped trading are deregistration cases. Winding up is where the conditions below cannot honestly be met.
Can you deregister? Six conditions
Section 750(1) lets the company, or a director or member of it, apply. Section 750(2) then sets six conditions, all of which must hold at the time of the application:
- All the members agree to the deregistration.
- The company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application.
- The company has no outstanding liabilities.
- The company is not a party to any legal proceedings.
- The company's assets do not consist of any immovable property situated in Hong Kong.
- If it is a holding company, no subsidiary's assets consist of immovable property situated in Hong Kong.
Condition 2 is the one that sets your earliest possible filing date: stop trading, then wait three months. Condition 3 is the one people are casual about — an unpaid accountant's invoice or a director's loan is an outstanding liability, and signing to say otherwise is not a technicality.
Section 750(6): a person who, in connection with an application, knowingly or recklessly gives the Registrar information that is false or misleading in a material particular commits an offence — on indictment, a fine of $300,000 and 2 years' imprisonment; summarily, a fine at level 6 and 6 months.
What the application needs
Section 750(3) requires three things together: the specified form, the prescribed fee, and the Inland Revenue clearance.
- Form NDR1, Application for Deregistration of Private Company or Company Limited by Guarantee.
- The prescribed fee.
- A written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being deregistered.
That third item is the real gate, and it is a separate process with the IRD rather than something the Registry arranges. Outstanding profits tax returns, unfiled audited accounts and unpaid tax all have to be resolved before the Commissioner will issue it — which is why a company that stopped trading three years ago and stopped filing at the same time is not five months from closure. It is five months from the point its tax affairs are clean.
Section 750(4) adds that where the applicant is a company, it must nominate a natural person to be given notice of the deregistration.
How long does it take?
Section 751 sets the clock, and most of it is waiting.
Section 751(1)–(4): on receiving the application the Registrar must publish a notice of the proposed deregistration in the Gazette. The notice states that unless an objection is received within 3 months of publication, the Registrar may deregister the company. If no objection arrives, the Registrar may deregister by publishing a second Gazette notice, and the company is deregistered on the date that second notice is published.
Section 751(6) then does the decisive thing in six words: a company is dissolved on deregistration. There is no separate step and no further paperwork. The second Gazette notice ends the company.
Empty the bank account before you file
This is the part that costs people real money, and it is not obvious from the application form.
Section 752(1): if a company is dissolved, every property and right vested in or held on trust for the company immediately before the dissolution is vested in the Government as bona vacantia.
Bona vacantia means ownerless goods. A balance sitting in the company's account on the day the second Gazette notice publishes is not returned to the shareholders and is not held for them — it becomes the Government's property. So does a security deposit nobody remembered, an outstanding refund, or a domain name held in the company's name.
The sequence therefore matters: settle liabilities, distribute what remains to the members, close the accounts, then apply. Doing it the other way round means asking for the company to be restored in order to recover your own money, which is a court-adjacent process and costs more than the balance usually justifies.
Can a deregistered company be brought back?
Yes, which is worth knowing both as reassurance and as a warning. Section 752(2) makes the vesting of property in the Government subject to the possible restoration of the company to the Companies Register under Division 4 of this Part, or under section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
Restoration exists for exactly the situation above — a company dissolved with something left in it, or dissolved when it should not have been. It is a remedy rather than a plan, and it is slower and dearer than getting the order of operations right.
What you cannot do is simply stop
Abandoning a company is not closing it. Until it is dissolved it continues to exist, and its obligations continue with it — including the annual return, whose contravention under section 662(6) is an offence for the company and every responsible person, with a daily default fine that keeps running. The registration fee for a late annual return also escalates to HK$3,480 and cannot be waived.
So the choice is not between closing the company and doing nothing. It is between closing it and accruing breaches on it, in the name of directors who are personally within reach of the penalty provisions.
If your company has stopped and you are not sure whether the filings are current, that is worth establishing before you start the deregistration clock — we can bring the filings up to date and tell you whether the Commissioner is likely to object.
A workable order of operations
- Stop trading, and note the date — condition 2 runs three months from it.
- Bring filings current: annual returns, audited accounts, profits tax returns.
- Settle every liability, including intercompany and director balances.
- Distribute the remaining assets to the members and close the bank accounts.
- Apply to the IRD for the Notice of No Objection.
- File NDR1 with the fee and the notice.
- Wait out the Gazette period — three months, then the second notice dissolves the company.
Closing a Hong Kong company?
818hi.com and laulega.com are both operated by LAULEGA LIMITED, a Hong Kong licensed trust or company service provider. We bring the filings current, obtain the Notice of No Objection, and file the NDR1 — in an order that does not leave your money with the Government.
See the compliance serviceFrequently asked questions
What are the conditions for deregistration?
Section 750(2): all members agree; no business for the 3 months before the application (or never commenced); no outstanding liabilities; no legal proceedings; no Hong Kong immovable property; and none held by a subsidiary if you are a holding company.
Do I need Inland Revenue clearance?
Yes — section 750(3)(c) requires a written notice from the Commissioner of Inland Revenue stating no objection. Outstanding returns and tax must be dealt with first.
How long does it take?
Section 751 requires a Gazette notice and a 3-month objection window before the Registrar may deregister. With the IRD clearance beforehand, five months or more is realistic.
What happens to money left in the company?
It vests in the Government as bona vacantia under section 752. Distribute assets and close accounts before applying, not after.
Which form do I use?
Form NDR1, Application for Deregistration of Private Company or Company Limited by Guarantee, with the prescribed fee and the Commissioner's notice.
Can I just stop filing instead?
No. The company keeps existing and keeps accruing obligations, including the annual return under section 662 with its daily default fine and unwaivable escalating fee.
Statutory references are to the Companies Ordinance (Cap. 622), the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) and the Criminal Procedure Ordinance (Cap. 221) as in force at the date above; the form title is the Companies Registry's specified form. Reviewed by Di Ma, responsible officer of LAULEGA LIMITED, a Hong Kong licensed trust or company service provider (TCSP licence TC000573). General information about Hong Kong law, not advice on your particular company — solvency and whether a liability is outstanding are matters of fact, so take advice before certifying either.