{"id":5307,"date":"2025-05-09T18:19:44","date_gmt":"2025-05-09T10:19:44","guid":{"rendered":"https:\/\/setuphk.com\/?p=5307"},"modified":"2025-12-03T16:06:39","modified_gmt":"2025-12-03T08:06:39","slug":"company-deregistration","status":"publish","type":"post","link":"https:\/\/setuphk.com\/en\/company-deregistration\/","title":{"rendered":"How do you deregister a company? The Hong Kong deregistration process, conditions, fees and cancelling the business registration at a glance"},"content":{"rendered":"
\n

Deregistration of a Hong Kong company is a simplified procedure for limited companies that no longer operate and have no debts: with the members\u2019 agreement, all liabilities settled and the Inland Revenue Department\u2019s Notice of No Objection obtained, an application is made to the Companies Registry to revoke the company\u2019s legal status. It generally takes about 6 to 12 months to complete.<\/p>\n<\/blockquote>\n\n\n\n

What is company deregistration?<\/h2>\n\n\n\n

Company deregistration, also known as cancellation of registration, is the statutory procedure by which a limited company that no longer operates and is solvent applies to the government to formally end its legal status and responsibilities.<\/p>\n\n\n\n

What is company deregistration? Deregistration vs. winding up<\/h3>\n\n\n\n

\u201cCompany deregistration\u201d is a simple route to dissolution that the Companies Ordinance,<\/a> section 750, provides for companies that no longer operate but remain solvent<\/strong>, namely private companies or companies limited by guarantee. As long as the company repays all its debts and obtains the Inland Revenue Department\u2019s \u201cNotice of No Objection\u201d, it can, at lower cost and in less time, formally cease to exist once the Gazette notice has been published.<\/p>\n\n\n\n

On the other hand, \u201cWinding up<\/a>\u201d applies to companies that cannot pay their debts: a liquidator takes over the assets and repays creditors through statutory procedures, at higher cost and with more time.<\/p>\n\n\n\n

Deregistration is simpler, quicker and more economical than winding up. However, if a company does not complete the deregistration procedure as required, the company and its directors may face legal liability.<\/p>\n\n\n\n

Why deregister a company? The 4 most common reasons<\/h3>\n\n\n\n

Companies choose to deregister (that is, formally end their legal status) for many reasons. The most common are:<\/p>\n\n\n\n

\"4<\/figure>\n\n\n\n

The company no longer operates or is unprofitable<\/h4>\n\n\n\n

When a company cannot meet its revenue targets, cover its expenses or make a profit over a long period, continuing to operate no longer makes economic sense, and members may choose to deregister the company to avoid further losses.<\/p>\n\n\n\n

Business restructuring, mergers or break-ups<\/h4>\n\n\n\n

When a group or association restructures, consolidates resources or transfers assets, some subsidiaries or entities may be deregistered.<\/p>\n\n\n\n

Disputes between shareholders<\/h4>\n\n\n\n

When serious disagreements arise between a company\u2019s shareholders and they can no longer cooperate effectively, deregistering the company can be a way of resolving the dispute.<\/p>\n\n\n\n

Company breaches leading to compulsory deregistration<\/h4>\n\n\n\n

If a company fails to meet its statutory obligations, or breaches the rules through poor management, it may face deregistration or be compulsorily wound up by a regulator.<\/p>\n\n\n\n

Which companies can apply for deregistration?<\/h2>\n\n\n\n

Types of company that qualify<\/h3>\n\n\n\n

Only private limited companies or companies limited by guarantee registered in Hong Kong that are solvent may apply for deregistration. Under the Companies Ordinance<\/a>, the specific companies mentioned in section 749(2) do not qualify.<\/p>\n\n\n\n

Conditions for applying for company deregistration<\/h3>\n\n\n\n
    \n
  1. All members of the company agree to the deregistration;<\/li>\n\n\n\n
  2. 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;<\/li>\n\n\n\n
  3. The company has no outstanding liabilities;<\/li>\n\n\n\n
  4. The company is not a party to any legal proceedings;<\/li>\n\n\n\n
  5. The company\u2019s assets do not include immovable property in Hong Kong;<\/li>\n\n\n\n
  6. (If the company is a holding company) none of the assets of any of its subsidiaries include immovable property in Hong Kong;<\/li>\n\n\n\n
  7. The company has obtained the Commissioner of Inland Revenue\u2019s Notice of No Objection to Deregistration of Company (the \u201cNotice of No Objection\u201d).<\/li>\n<\/ol>\n\n\n\n

    Who can apply for deregistration?<\/h2>\n\n\n\n

    The applicant can be the company itself or any director.<\/p>\n\n\n\n

    \n

    Deregistration is a rather complicated process, and you may need to submit additional documents along the way. We strongly recommend engaging a professional and reliable firm to handle it, so that the whole process runs smoothly and without errors.<\/p>\n<\/blockquote>\n\n\n\n

    Hong Kong company deregistration process: 5 steps to close a company<\/h2>\n\n\n\n
    \"5<\/figure>\n\n\n\n

    Cancel business registration: apply within 1 month of the company\u2019s closure date<\/h3>\n\n\n\n

    Whether a limited or an unlimited company, under Hong Kong tax legislation, when a company or branch ceases operating it must, within 1 month of the closure date cancel the business registration<\/a>. Notify the Business Registration Office in writing, or complete the form \u201cBusiness Registration Notice of Cessation of Business\u201d Form IRC3113<\/a> and return it to the Inland Revenue Department, clearly providing the following information:<\/p>\n\n\n\n