In simple terms, if you have a company that you no longer intend to operate and it has no outstanding liabilities, you can choose to 'de-register' it. De-registration is a simpler, legal alternative to liquidation, and in Hong Kong it is commonly known as 'Deregulation' or 'Deregistration'.
Same result, different path. While each option ends in company dissolution, the legal steps and suitability for your business depend on your specific situation:
This is a more complex legal procedure used when a company has significant assets and liabilities to resolve. It involves a formal liquidation process where assets may be sold to settle outstanding debts.
Explore Liquidation Process[Companies (Liquidation and Miscellaneous Provisions) Ordinance (Cap. 32)]》
deal for companies that are no longer operating and have no outstanding liabilities. The application process is relatively straightforward and cost-effective, making it one of the most common ways to dissolve a company in Hong Kong.
This is a proactive measure taken by the Companies Registry. If the Registrar of Companies has reasonable cause to believe that a company is not in operation and has failed to file the required statutory documents, they may act in accordance withDivision 1, Part 15 of the Companies Ordinance (Cap. 622)and remove it from the Companies Register. When this happens, the company loses control over the process and is forced into a 'passive deregistration' status.
Formally closing a company in Hong Kong involves more than just stopping your business activities. To fully release your responsibilities and dissolve the company, you need to check if you fulfill these basic requirements for deregistration:
You must first apply for a 'Notice of No Objection to a Company being Deregistered' from the Inland Revenue Department (IRD). The application form for this notice (Form IR1263) is available atthe Inland Revenue Department (IRD) Official Website[Download]. After receiving the application, the tax office will check your company's tax returns, whether there are any outstanding taxes, any unsubmitted forms, and so forth. If everything is fine, they will send you the crucial "letter of no objection".
After obtaining the “Notice of No Objection”,within three (3) monthstwo steps are required:
Typically, the government will publish the first official notice about three weeks after you submit your application. This is a public procedure, and you can visit theGovernment Logistics and Services Departmentwebsite.
From the date the notice is published,if no objection received within ninety (90) days,congratulations! Your company is formally deregistered. With the confirmation notice in hand, you can finally close this chapter and move on to your next venture.
If you are closing a branch of your company, you must notify the Business Registration Office within one (1) month. You can submit a letter containing the branch’s Business Registration number, branch name and address, closure date, and updated contact information, or you may complete the IRC3113 form directly.
Payment of the Business Registration fee is required for a branch being deregistered until the end of the current year. Prompt notification will ensure that fees cease as early as possible.
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For limited companies (e.g., XXX Limited), the following documents are generally needed to apply for deregistration:
💡 All of these documents are required; missing any may cause delays in the application.
If you are only closing a branch, the deregistration process is relatively simple. You only need to provide:Copy of the branch’s current Business Registration Certificate. We will then assist you in notifying the Business Registration Office of the branch closure.
If you are operating an unlimited company (such as a sole proprietorship or partnership), the company deregistration process is also relatively simple; you only need to submitthe latest Business Registration Certificate.We will assist you with the closing notice and handle the payment and cancellation of business registration fees.
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