Fast, efficient, trustworthy, careful and reliable!
G
Ginni Lun
Home › Company deregistration
TCSP licence TC009022Dormant, debt-free limited company? We handle deregistration through to dissolution.
Check if you qualify4.9★123 Google reviews
2014 years in business
TC009022 Trust or Company Service Provider licence
All three dissolve a company. Deregistration is the one the company applies for itself.
Non-operating, solvent private companies and companies limited by guarantee that meet the conditions can apply, through the company, its directors or members. The authorities describe it as simpler, less costly and quicker.
Companies Ordinance, section 750
If the Registrar of Companies has reasonable cause to believe a company is not operating, the Registrar may strike its name off the register. This is the Registrar’s power, and the company cannot apply.
Companies Ordinance, Part 15, Division 1
Settle the accounts, sell assets, distribute net assets to members, then dissolve the company. Methods: members’ voluntary, creditors’ voluntary, or compulsory winding up by the court.
Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
The Companies Registry lists 7 conditions. The table on the right merges the holding company subsidiary condition into ‘Immovable property’. Before applying, the company must also properly dispose of assets such as bank balances, vehicles and property.
Source: Companies Registry FAQ Question 2
WhatsApp usFrom assessing whether the company qualifies for deregistration and handling the statutory matters before closure, through to applying for a Notice of No Objection and filing with the Companies Registry, SetupHK takes care of it all. For companies that need winding-up, we can also handle the process on your behalf.
We check the company against the 7 conditions to see which ones it meets. If it does not meet them, we explain what needs to be dealt with first, or we can handle the winding-up for you instead.
We organise the accounts, arrange an audit by one of our partner CPA practices, file the final profits tax return and settle the tax payable.
Prepare the written resolution of all members agreeing to deregistration, and the documents needed.
We submit Form IR1263 and follow up on any IRD enquiries or notices.
Must obtainPrepare Form NDR1 and the no-objection letter. Submit within 3 months of the letter’s issue.
3-month deadlineWe track Gazette notices and objection periods, notify you on dissolution, and remind you which records to keep.
An unlimited company (sole proprietorship or partnership) has no 'striking off'. Notify the Business Registration Office in writing or on Form IRC3113 within 1 month of ceasing business. Late notice risks a HK$5,000 fine and 1 year’s imprisonment. SetupHK can help cancel your registration.
Service fees quoted per company; fixed government fees HK$270 (IRD) and HK$420 (NDR1), non-refundable.
The company must not be trading, or have traded in the 3 months before applying.
Striking off requires all members to agree.
Unanimous consent is one condition. If opinions differ, WhatsApp us the details first.
These may affect whether the application goes smoothly. Select all that apply.
Tell us your preferred timing.
The IRD and Companies Registry require these first. SetupHK can check each with you.
After applying, the company must still meet statutory duties until dissolution, including annual returns and notices of changes to registered office address or director details.
Companies Registry booklet PAM 12C, section 8
The IRD issues the no-objection letter only when taxes and returns are cleared, enquiries answered, and no objections or appeals pending.
IRD guidance on IR1263
Companies applying to be struck off cannot support their profits tax return with unaudited accounts. Only dormant companies are excepted.
IRD FAQ Question 25
On dissolution, assets become ownerless property (bona vacantia) vesting in the Government. Dispose of bank balances, vehicles and property properly before applying.
Companies Registry booklet PAM 12C, section 3
A limited company must still hold a Business Registration Certificate before dissolution. Fees and levies taking effect after the no-objection letter application may be deferred, but are payable if striking off fails.
IRD FAQ Question 22
Companies with employees must pay all outstanding wages, annual leave pay, severance and long service payments. Wilful late payment without reasonable excuse can bring a fine of up to HK$350,000 and 3 years' imprisonment.
GovHK 'Striking off a company and employer's obligations'
Based on IRD and Companies Registry announcements; outstanding IRD matters extend timelines.
HK$270
Step 1; IRD usually issues within 21 working days; non-refundable
Within 3 months
After the letter; Companies Registry fee HK$420, non-refundable
About 3 weeks
After submission; Companies Registry confirms within about 4 working days, then publishes the first notice
3 months
After the notice; if no one objects, Companies Registry publishes the second notice
About 5 months overall
Second notice publication date; per Companies Registry booklet
Service fees are quoted per company. Unpaid taxes or business registration fees must be settled first and are not in the table below.
Source: IRD no-objection letter, Striking off at the Companies Registry
We first confirm that the company meets the conditions, then apply to the Inland Revenue Department and the Companies Registry. If it does not meet the conditions, we will explain what needs to be dealt with first, or we can handle the winding-up for you instead.
WhatsApp or call us with the company's trading status, shareholder count, and any debts or assets. We will assess eligibility and quote.
Organise accounts, file outstanding tax and annual returns, dispose of assets, and draft the members' written resolution.
Submit IR1263 to the IRD, then the Companies Registry within 3 months of the no-objection letter.
Submit Form NDR1, then follow up on Gazette notices and objection periods until dissolution.
Estimated timelines for each step are explained with the quote.
SetupHK consultant Marx Chan explains why a company that stops trading without striking off still pays business registration fees and may be fined.
These are reviews left by clients on Google, published as written.
Fast, efficient, trustworthy, careful and reliable!
Ginni Lun
Highly recommended, very efficient and well organised
Michael
Very professional and careful, and patient in answering my questions in detail.
Rachel Wu
All three dissolve the company. What people call 'striking off a company' is, legally, striking off: a simpler, cheaper and quicker procedure for a non-trading, solvent company, applied for at the Companies Registry. Removal from the register is the Registrar's power, so companies cannot apply. Winding up settles accounts, sells assets and distributes proceeds to members.
What is winding up?Only local private companies and companies limited by guarantee qualify. 7 conditions apply: all members agree; never traded, or not traded in the 3 months before applying; no outstanding debts; not party to any legal proceedings; no Hong Kong immovable property among its assets, including subsidiaries of a holding company; and a no-objection letter from the IRD.
Striking-off guideGovernment fees: HK$270 for the IRD no-objection letter and HK$420 for Companies Registry Form NDR1, both non-refundable (HK$690 in total). Unpaid taxes and business registration fees must be settled first. Audit and tax filing before closure are charged separately. SetupHK's service fee is quoted per company.
The Companies Registry booklet puts striking off at about 5 months. The IRD usually issues the no-objection letter within 21 working days. The Companies Registry confirms receipt within about 4 working days, then publishes the first Gazette notice about 3 weeks later. If no one objects within 3 months of the notice, the company is dissolved. Outstanding matters flagged by the IRD extend the timeline.
Deregistration cannot be used here. The conditions require that the company has no outstanding debts, and its assets must not include any immovable property in Hong Kong. For companies that do not meet these conditions, the official route for dissolution is winding-up, and SetupHK can handle the winding-up procedures for you.
What is winding up?Yes. Until the company is struck off and dissolved, it must meet its statutory duties under the Companies Ordinance, including annual returns, or it may be prosecuted. The Business Registration Certificate must still be renewed. After the IRD receives the no-objection letter application, it may defer registration fees and levies that take effect later, but these are payable if striking off fails.
Once struck off, the company is dissolved and its property, treated as ownerless, vests in the HKSAR Government. The Companies Registry reminds applicants to dispose of bank balances, vehicles, property and other assets before applying. To get property back into the company, apply to the Court of First Instance for restoration to the register.
A limited company applying for striking off does not need to file Form IRC3113, as the Companies Registry notifies the IRD. An unlimited company (sole proprietorship or partnership) cannot be struck off. It must notify the Business Registration Office in writing within 1 month of ceasing business, and may use Form IRC3113. Late notice may result in a fine of HK$5,000 and 1 year's imprisonment.
Cancel your BRC guideA struck-off company can apply to the Court of First Instance for restoration to the register. Once a court order is obtained and documents are in order, the Companies Registry generally takes about 2 months. Everyone who was a director before dissolution must ensure the company's books and documents are kept for at least 6 years after the dissolution date.
Full guide to striking off, cancelling BRC and winding up.
Tell us the company's trading status, number of shareholders, and any debts. SetupHK will assess eligibility and quote based on your situation.
