How to Close a Hong Kong Company: Deregistration Step by Step

Close your Hong Kong company the wrong way and the government keeps whatever's left in the bank account, legally, automatically. That rule is written into the company's ordinance and by the end of this video you'll know exactly how to avoid it. So how do you close a Hong Kong company properly? For a private company that's solvent and no longer trading, the route is deregistration, step-by -step. Get a notice of no objection from the Inland Revenue Department, then apply to the company's registry on Form NDR-1 and after two gazette notices, typically five to nine months end to end, the company is dissolved. Total government fees, 690 Hong Kong dollars.

Five steps and I'll walk you through each, including the one form question that can put a director in prison. That's near the end, don't skip it. Step one, confirm deregistration is actually your road. Section 750 of the company's ordinance, chapter 622, sets six conditions and you need all of them. Every single member agrees, the company never commenced business or has stopped for at least three months, no outstanding liabilities, no ongoing legal proceedings, no immovable property in Hong Kong and if you're a holding company, the same goes for your subsidiaries. Notice what that means. Deregistration is for solvent, finished companies.

If the company owes money it cannot pay, this route is closed. That's winding up territory, a different and heavier process. And a short list can't use deregistration at all. Public companies, banks, insurers, licensed securities firms, trust companies and their holding companies. For a normal trading company that's wrapped up its affairs, you qualify. Step two, close everything down properly and here's where the hook from the start of this video comes home. Section 752 of the company's ordinance, chapter 622, says that when a company is dissolved, every asset still in its name vests in the government as bona vacentia, ownerless goods. That includes the bank balance.

The company's registry's own guidance says it plainly, dispose of your property before you apply. So collect your receivables, pay every bill, distribute what's left to shareholders and close the bank account in that order before anything is filed. Two more housekeeping items, file any outstanding tax returns, the next step fails without that and when the business actually ceases, tell the business registration office within one month. That's what eventually stops the registration fees. If you've been following our bookkeeping video, keep the records together. You'll need them for years yet and I'll tell you exactly how many at the end. Step three, ask the tax man for a clean bill.

The application is form IR 1263, made under section 88B of the Inland Revenue Ordinance, chapter 112, with a fee of 270 Hong Kong dollars, non-refundable, whatever the outcome. The commissioner says yes only when the file is genuinely clean, all returns filed, all tax paid, profits tax, property tax, stamp duty, even the business registration fee, no unanswered letters, no open disputes. If everything is settled, the notice of no objection arrives within 21 working days. If not, you get a list of what's outstanding, clear it and you can resubmit without paying again. Honest advice, this step is where most timelines slip and it's usually self-inflicted.

An unfiled return from a dormant year, a forgotten penalty. Clean first, apply second. Step four, the actual deregistration application. With the notice of no objection in hand, you have three months to deliver form NDR 1 to the company's registry, together with the and a fee of 420 Hong Kong dollars, also non-refundable. Miss the three-month window and you're back to step three, paying the taxman's fee again. The application can go in electronically or on paper and the applicant can be the company itself, a director or a member. If the company applies, it nominates a real person to receive the final notices. That's the whole filing.

No hearing, no interview, the paperwork does the talking, which is exactly why steps two and three matter so much. Step five, the quiet part. Two notices in the government Gazette set out in section 751 of the company's ordinance, chapter 622. First, the registry publishes a notice of the proposed deregistration. Then comes a three-month objection window. Any creditor, any government department, anyone with a stake can object and stop the clock. If three months pass in silence, the registry publishes the second notice, and on that publication date, the company is deregistered and dissolved. It no longer exists.

Add the stages up, the tax clearance, the filing, the double Gazette, and the whole journey typically runs five to nine months. During every one of those months, the company must stay exactly as you declared it, not trading, not spending, not acquiring. Treat it as already asleep. Now the honest part, three things deregistration does not do. First, it doesn't erase the past. Under sections 765 and 766 of the company's ordinance, chapter 622, a creditor or anyone with an interest can apply to the court to restore a dissolved company for up to 20 years. If real debts were glossed over, dissolution is not a hiding place. Second, the prison question I promised.

Form NDR 1 has you confirm the section 750 conditions, and section 756 of the company's ordinance makes knowingly or recklessly giving false or misleading information an offense. On indictment, a fine of 300,000 Hong Kong dollars and up to two years in prison. No outstanding liabilities is a legal statement, not a hopeful guess. Check before you sign. Third, the books survive the company. As we covered in our bookkeeping video, section 758 of the company's ordinance requires former directors to keep the company's books and papers for at least six years after dissolution, and one genuine alternative before you commit.

If there's any chance you'll want this company again, remember our dormancy video. Pausing costs about 2,350 Hong Kong dollars a year, while deregistration is permanent, and restoring through the courts is slow and expensive. Off switch or pause button, choose deliberately. The facts in 30 seconds. To close a Hong Kong company by deregistration, qualify under section 750 of the company's ordinance, chapter 622, all members agree, three months inactivity, no liabilities, no lawsuits, no Hong Kong property. Empty and close the bank account first. Leftovers go to the government under section 752 of the same ordinance. Then, notice of no objection from the Inland Revenue Department.

Form IR1263, 270 Hong Kong dollars, about 21 working days. Then form NDR1 to the company's registry within three months, 420 dollars. Two gazette notices and a three-month objection window later, the company is dissolved. Budget five to nine months, 690 in government fees, and keep the books six more years. At CapTime Corporate Management Limited, we manage deregistration from first check to final gazette notice. We confirm the company qualifies, settle the tax and filing loose ends, prepare the IR1263 and NDR1 applications, and track the process so nothing lapses midway.

And if you're not sure the company's story is really over, we'll give you a straight answer on deregistration versus dormancy before you spend anything. hk or use the link in the description. No credit card, no obligation. Thank you for watching. If this made closing day clearer, give it a like and subscribe. Accurate, hype-free guides for every stage of a Hong Kong company's life, including the last one. See you in the next video.