![[Cancelling a business registration] Closure procedures for limited and unlimited companies, and the conditions for deregistering a company, explained](https://setuphk.com/wp-content/uploads/2025/05/cancellation-of-business-registration-0.webp)
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When closing a business, both limited and unlimited companies must cancel their business registration, and failing to do so may result in a penalty. This article fully explains the process of cancelling business registration, how to close an unlimited company, company deregistration and common questions.
How do I cancel business registration? Is cancelling the same as closing down?
In Hong Kong, “cancelling business registration” means applying to the Inland Revenue Department to terminate the Business Registration Certificate (BR), while “closing down” means the company formally ceasing operations.
For an unlimited company, cancelling business registration usually amounts to closing down. For a limited company, however, in addition to cancelling business registration, you must also complete legal procedures such as deregistering the company or winding up before the company is formally closed.
How an unlimited company closes down
Unlimited company closure 1: Cancel the Business Registration Certificate
If an unlimited company decides to cease operating, it should pay the business registration fee, submit a Notice of Cessation of Business (Form IRC3113) to the Inland Revenue Department, and handle the related tax matters. Once this is done, the Inland Revenue Department will issue a confirmation notice stating that the business registration has been cancelled.
Unlimited company closure 2: Bankruptcy
If an unlimited company cannot repay its debts, the owner may consider applying for bankruptcy. Bankruptcy proceedings are handled by the court, and the Official Receiver’s Office is responsible for administering bankruptcy matters.
How a limited company closes down
Limited company closure 1: Deregistration (company deregistration)
“Company deregistration is a simple method of dissolution suitable for private companies or companies limited by guarantee that have ceased operating and are solvent. Provided the company has settled all its debts and obtained a “Notice of No Objection” from the Inland Revenue Department, deregistration can be completed at lower cost and in less time, and the company is formally removed from the register once the Gazette notice period expires.
Applying for deregistration: eligibility conditions
- All members of the company agree to the deregistration;
- The company has not yet commenced operations or business, or has not carried on operations or business in 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 include immovable property in Hong Kong;
- (If the company is a holding company) none of the assets of any of its subsidiaries include immovable property in Hong Kong;
- The company has obtained the Commissioner of Inland Revenue’s Notice of No Objection to Deregistration of Company (the “Notice of No Objection”).
Limited company closure 2: Winding up
Winding up refers to the legal process by which a limited company sells off all its assets for cash to repay its debts, and finally brings the company and its business to an end.
Conditions for members’ voluntary winding up
When a limited company is able to repay all its debts, its members may pass a special resolution for a voluntary winding up. The directors must file a statutory declaration confirming that the company can pay all its debts within 12 months.
Conditions for creditors’ voluntary winding up
If the company cannot repay its debts, its members may resolve to wind up the company and a creditors’ meeting is convened. The liquidator will be responsible for dealing with the company’s assets to repay creditors.
Closing an unlimited company: 4 steps to cancel the Business Registration Certificate
When an unlimited company decides to cease operating and has confirmed that there are no outstanding debts or unpaid wages, the owner or partners should notify the Business Registration Office in writing within 1 month of the closure date. The steps to formally complete the cancellation of business registration are:
Cancelling an unlimited company’s business registration, step 1: Cease or terminate business
After the owner has paid all business registration certificate fees, they should stop all company business activities and settle all financial matters.
Even if the business has ended, the business registration fee must still be paid up to the year in which the business closes.
Cancelling an unlimited company’s business registration, step 2: Prepare and submit the business registration cancellation form (IRC3113)
Complete and submit the Notice of Cancellation of Business Registration (Form IRC3113) to the Inland Revenue Department, providing the following information:
Business registration number / branch registration number
Company or branch name
Address
Date of closure
Correspondence address and contact telephone number after closure
Cancelling an unlimited company’s business registration, step 3: Handle final tax matters and tax filing
After you submit the cancellation form, the Inland Revenue Department will issue a final Profits Tax Return, which the person in charge must complete on time as instructed. If the company’s accounts involve profits tax or other taxes, these must also be dealt with and paid.
Cancelling an unlimited company’s business registration, step 4: Receive the Inland Revenue Department’s notice confirming successful cancellation
Once tax matters are settled, the Business Registration Office will notify the person in charge in writing that the company’s business registration has been formally cancelled, and there is no longer any obligation to file annual returns or pay fees. Once the Inland Revenue Department’s confirmation is received, the company is regarded as formally closed.
After this, the company no longer needs to pay business registration fees, or submit tax returns or other business documents, but should keep its accounting records for at least 7 years for inspection.
Closing a limited company: deregistration
Once a limited company stops operating, it cannot simply cancel its business registration. It must also go through deregistration procedures with the Inland Revenue Department and the Companies Registry as required by law, including applying for a Notice of No Objection. The standard steps for deregistering a limited company are:
Deregistering a limited company, step 1: Hold a general meeting and resolve to close
The company’s directors and members must hold a general meeting, and all members must unanimously pass the resolution to deregister the company. Whether by attending the meeting or signing the written resolution, all members must take part and agree before the deregistration process can formally begin.
Deregistering a limited company, step 2: Fulfil the company’s statutory obligations and settle all taxes and debts
Before applying for deregistration, the company must first meet all its statutory obligations, including submitting the latest company tax return, annual return, and employer’s remuneration and pension returns to the Inland Revenue Department. You must also confirm whether there are any unanswered tax enquiries or unresolved tax objections or appeals.
In addition, the company must settle all taxes due (such as profits tax, property tax, stamp duty and any penalties) and properly repay other debts and expenses, including business registration fees. Any remaining assets should also be distributed in accordance with the articles of association or shareholders’ agreement.
Deregistering a limited company, step 3: Within 1 month of the closure date, apply to cancel business registration
When the company ceases operating or closes any branch business, it should notify the Business Registration Office in writing within 1 month of the closure date. You can do this in writing or by completing form IRC3113 (Business Registration Notice of Cessation of Business) and submitting it to the Inland Revenue Department, providing the following information:
Business registration number / branch registration number
Company / branch name
Registered address
Actual date of closure
Correspondence address and contact details after closure
Failure to notify on time may result in a penalty or a breach of the relevant legislation, so pay particular attention to the filing deadline.
Deregistering a limited company, step 4: Apply to the Inland Revenue Department for a “Notice of No Objection”
Before formally applying to the Companies Registry for deregistration, you must first obtain a “Notice of No Objection” from the Inland Revenue Department, proving that the company has no outstanding tax. The applicant must download and complete, from the Inland Revenue Department’s website, Form IR1263, and pay an application fee of HK$270 (non-refundable).
After the Inland Revenue Department has reviewed the application and confirmed that the company has no outstanding tax matters or penalties, it will issue the “Notice of No Objection”. This document is one of the essential documents for deregistering a company.
Deregistering a limited company, step 5: Apply to the Companies Registry for deregistration
After receiving the “Notice of No Objection”, the company should submit the following to the Companies Registry to formally apply for deregistration:
The original “Notice of No Objection” or a copy certified electronically
A completed Form NDR1 (Application for deregistration of a private company or a company limited by guarantee)
Deregistration application fee of HK$420 (non-refundable)
Please make sure all documents are complete and correct to avoid the application being delayed or returned.
Deregistering a limited company, step 6: Wait for the Gazette notice and for the deregistration to take effect
After receiving a complete application, the Registry will publish a Gazette notice within about one month and issue an acceptance notice. If no one raises an objection within three months after the notice is published, the Registry will formally deregister the company and remove its name from the register, which completes the deregistration process.
FAQs on cancelling business registration
Can I cancel business registration online?
No. Currently, closing a business or any branch business must be notified within 1 month of the closure date in writing to the Business Registration Office, and no online application service is available yet.
How long does it take to cancel business registration?
If you are only cancelling business registration, you usually just need to notify the Inland Revenue Department within 1 month of the closure date, and the processing time is short. But if you also apply to deregister the limited company, the whole process takes about 6 to 12 months, including the Gazette notice and waiting for the deregistration to take effect.
Will business registration be cancelled automatically if I don’t pay the business registration fee?
No. Even if a company has not paid its business registration fee for a long time, the business registration will not be cancelled automatically. Instead, the arrears will be chased and a penalty may be imposed. As long as you have not applied for cancellation, the Inland Revenue Department will continue to treat the company as operating and keep issuing business registration renewals, tax returns and renewal notices, and the Companies Registry will also require an annual return to be filed every year.
The company never operated. Do I need to apply to cancel the BR?
Yes. Even if the company never actually operated, this does not mean the business registration will be cancelled automatically, and the person in charge must still apply to the Inland Revenue Department to cancel it.
After applying to cancel the Business Registration Certificate, do I need to pay past outstanding BR fees?
Yes. The company must settle all unpaid business registration fees, otherwise this will affect the Inland Revenue Department’s issue of the “Notice of No Objection” and in turn delay the whole deregistration process.
After cancelling business registration, do I need to submit NAR1 and file tax returns?
Yes. The company must deliver its annual returns and comply with its obligations under the Companies Ordinance until it is dissolved, otherwise it may be prosecuted. In addition, all unpaid business registration fees must be settled, otherwise this will affect the progress of the company’s deregistration or cancellation of registration.
What needs to be dealt with after cancelling business registration?
After cancelling business registration, the company should close all its bank accounts as soon as possible to prevent the accounts from being misused and to keep funds safe; proof of the cancelled registration must be shown when doing so. The company should also properly deal with its assets and liabilities beforehand, including repaying debts and distributing assets, to avoid later disputes.
What if the Business Registration Certificate has expired?
If the Business Registration Certificate has expired, whether because you did not receive the payment notice, lost the document, or for any other reason, you can apply for a replacement in person or by post. If applying in person, bring the old Business Registration Certificate to the Business Registration Office; if applying by post, you need to enclose a photocopy of the certificate and a crossed cheque, and you will receive an updated Business Registration Certificate once the process is complete.
Professional business registration cancellation services: SetupHK
If you want to save time and reduce complicated procedures, and seek professional help with cancelling business registration and deregistering your Hong Kong company, we are a trusted choice.
Since our founding in 2014, we have helped many clients close their companies smoothly. With extensive experience and well-established processes, we are well regarded by our clients. Our team upholds the highest industry standards and provides you with:
Professional and reliable service: from document preparation and legal procedures to government submissions, a dedicated specialist assists you throughout to ensure accuracy.
Comprehensive one-stop solution: covers every step, including cancelling business registration, applying for the Inland Revenue Department’s Notice of No Objection and applying to the Companies Registry.
Efficient and timely: quick response and instant replies help you complete the deregistration process in the shortest possible time.
Whether you are an SME owner or an individual entrepreneur, simply provide basic information and contact SetupHK on WhatsApp right away, and we can help you complete your Hong Kong company deregistration with ease, so you can focus on future growth with peace of mind!
Further reading: “What is a company secretary? Definition, duties and eligibility to act explained”
