If you’ve ever run a business in Hong Kong, you know that closing a company isn’t as simple as locking the door and walking away.
Especially if you want to avoid penalties, audits, or unnecessary taxes.
Of course, not all closure scenarios are the same. Some companies need formal winding up; others may qualify for deregistration.
But if you choose the wrong process or miss a step, you could face late filing fees, trouble with the IRD, or worse, legal liabilities.
Take startup founder Elaine Ng (Our client), for example,
She successfully struck off her dormant company within 3 months by following a clear process and submitting the right forms at the right time with our support.
You can be the same too. In this guide, you will learn:
- The difference between deregistration and winding up
- Who qualifies for a penalty-free company closure in Hong Kong?
- The exact documents and timelines required by the IRD and Companies Registry
- Pro tips to handle final audits and close your Hong Kong business smoothly
Let’s start with the basics:
1. How does company closure work in Hong Kong?
Closing a company in Hong Kong isn’t a one-size-fits-all process.
Your company's financial health, structure, and legal obligations all influence which route you can and should take.
And choosing the wrong path? That can cost you time, money, and possibly penalties down the line.
Some companies get out cleanly. Others need a full liquidation. And some get forcibly removed from the register without even realizing the consequences until it’s too late.
Let's break down the three main ways to close a company in Hong Kong, according to the Hong Kong Companies Ordinance Part 15 Dissolution by Striking off or Deresgiatrion
The Hong Kong Companies Ordinance Part 15 Dissolution by Striking off or Deresgiatrion
1.1. Deregistration vs. Winding Up vs. Striking Off
Method | Deregistration | Widing up | Striking off |
What it is | A normal closure process, a clean exit with proper paperwork. It’s quick, cost-effective, and relatively straightforward | A formal process that brings in a liquidator to handle everything to dissolve your company It’s necessary for companies with unfinished business with the government, shareholders, creditors, and partners, | A compulsory process where the Companies Registry removes your business from the register as a penalty. |
When to use | If your business is solvent, with no debt or ongoing activity | If your company has debts to pay, assets to distribute, or legal obligations to settle | If your company fails to comply with Hong Kong’s regulations, like skipping annual filings or tax returns |
2. Can any company apply for deregistration?
Not every company can take the same exit route, and knowing which options apply to your business can save you from costly delays or rejections.
Reply from the Company Registry, Hong Kong
If you’re running a private limited company or a company limited by guarantee, you have flexibility, according to the answer from the Hong Kong Companies Registry
You can opt for deregistration if your company is clean: no debts, no assets, no ongoing business. Otherwise, winding up is the route to take.
Foreign company branches registered in Hong Kong but headquartered elsewhere, fall under a different set of rules. They typically close by applying for deregistration as an overseas company, following specific procedures outlined by the Companies Registry.
And if you’re dealing with a listed company, expect more red tape. On top of the usual winding-up requirements, you’ll also need to comply with additional regulations set by the Securities and Futures Commission (SFC), including disclosure obligations and shareholder protections.
Your company structure matters if you want to close it down
Most foreigners and Hong Kong residents open a private limited company (Limited liability company).
With the right strategy and an expert advisor like Global Link Asia Consulting, you can close your company in Hong Kong with no penalties.
Understanding which rules apply is key to closing things out smoothly and staying compliant in the eyes of both the IRD and the Companies Registry
3. Step-by-step guide for Hong Kong company deregistration
If your company is financially healthy, has wrapped up all its business, and you’re ready to walk away without loose ends, deregistration is the smoothest path forward.
3.1. Is your company eligible for deregulation?
Before applying, make sure your company checks all the right boxes:
- No debt: Every cent owed to suppliers, the government, staff, or the MPF is already settled.
- No business activity: The company must be completely inactive for at least 3 months.
- No legal baggage: You can’t be under investigation or involved in any lawsuits.
- Assets cleared: Everything the company owns has been sold or distributed.
- Fully compliant: No outstanding filings, obligations, or tax issues.
If you’re nodding “yes” to all of the above, congrats, you’re on track.
4. How to deregister your company
The process begins with formal resolutions from your board and shareholders. These documents should clearly state that:
- The business has ceased operations
- You intend to apply for deregistration
- A specific person is authorized to manage the process
Here’s where many companies hit pause. The Inland Revenue Department (IRD) won’t let you go unless you’ve:
- Filed all tax returns
- Settled all tax liabilities
- Submitted audited accounts up to your cessation date
- Received a formal “Notice of No Objection”—a green light to proceed with deregistration
Once you’ve got that IRD approval, you’ll file Form NDR1 with the Companies Registry, along with:
- A statutory declaration from a director
- The board and shareholder resolutions
- The Notice of No Objection
- And the HK$1,720 application fee
4.1. How long does the deregistration process take?
The total estimated time is 4 to 8 months.
If you want the process to go faster and smoother? Make sure your final filings and accounts are crystal clear. Many delays happen because of sloppy documentation or missed deadlines (things a good consultant can help you avoid).
Stage | Timeline |
Tax clearance | 1–3 months |
IRD Notice of No Objection | 1–2 months |
Companies Registry review | 2–3 months |
5. Step-by-step guide for Hong Kong company winding up
Deregistration might be clean and convenient, but it’s not always an option.
If your company is insolvent, facing legal claims, or has complex assets to manage, you’ll need to take the more formal route: winding up.
Winding up is a legal process that brings your company to an orderly end, under the supervision of a liquidator.
There are three main types, and choosing the right one depends on your financial situation and legal obligations.
If you’re unsure whether your company qualifies for deregistration or needs winding up, speak with a specialist early.
Solvency and Insolvency: What’s the difference?
Solvency is when a company or individual can meet their financial obligations, meaning they have enough assets or income to pay off debts as they come due.
Insolvency, on the other hand, is when a company or individual can’t pay their debts on time or their liabilities exceed their assets.
5.1. Members' Voluntary Winding Up (MVWU): For Solvent companies with complex affairs
Your company is solvent, but maybe you’ve got valuable assets, unsettled affairs, or simply don’t qualify for deregistration. This route allows for a structured closure while staying in control.
To begin, directors must swear a statutory declaration of solvency, confirming that all debts can be paid within 12 months.
Key steps:
- Directors make a solvency declaration
- Shareholders pass a resolution to wind up
- A licensed liquidator is appointed
- The liquidator takes charge, settling liabilities, distributing assets, and officially dissolving the company
Creditors' Voluntary Winding Up (CVWU): For Insolvent Companies
If your company can’t pay its debts, the process shifts to protecting creditors. This option is initiated voluntarily, but creditors take control of the proceedings.
What happens:
- Directors call a meeting of creditors
- Creditors appoint a liquidator (who doesn’t have to be the directors’ nominee)
- The liquidator sells assets, settles debts, and reports on progress
- If anything is left, it goes to shareholders—but that’s rare
5.2. Compulsory Winding Up: When the Court Steps In
This is the most serious—and least desirable—form of winding up. Usually, it’s triggered by a creditor petitioning the court because your company has failed to pay debts (even as little as HK$10,000).
If the court agrees, a winding-up order is issued, and an official liquidator is appointed.
Common triggers:
- Unpaid debts exceeding HK$10,000
- Inability to pay creditors
- Deadlock among directors/shareholders
5.3. How long does winding up take?
Factor | Winding Up |
Best for | Complex or insolvent companies |
Timeline | 12–24 months (or longer) |
6. Step-by-step guide for Hong Kong company striking off
Unlike deregistration or winding up, striking off isn’t something you choose. It’s something that happens to you when your company falls out of compliance with Hong Kong’s statutory requirements.
In simple terms, if your company goes quiet and stops meeting its legal obligations, the Companies Registry can forcibly remove it from the register.
A dormant company cannot be struck off, as it is a legal company structure used when there are no transactional activities during any financial year.
6.1. When does Striking Off happen?
Your company may be struck off if it:
- Fails to file annual returns for two or more consecutive years
- Doesn’t pay yearly registration fees
- Appears to be inactive or defunct
- Has no clear business operations for an extended period
6.2. What are the consequences?
Striking off might seem like a convenient way to make a company “disappear”—but the reality can be costly.
- The company legally ceases to exist
- All remaining assets are forfeited to the Hong Kong government
- Directors may face prosecution or financial penalties for non-compliance
- If you want to fix the situation later, restoring the company is difficult, time-consuming, and expensive
7. Expert tips for closing your company fast and efficiently
Filing the right forms is only one piece of the puzzle.
Successfully closing a company in Hong Kong means tying up legal, tax, employment, and contractual loose ends
7.1. Settle all outstanding liabilities
Before you even think about deregistration or winding up, your company needs to settle everything it owes.
Tax obligations:
- Final profits tax for business operations
- Salary tax for employees
- Property tax, if you own any real estate
- Stamp duty for any asset transfers or share disposals
Employee obligations:
- Final salary and termination payments
- Severance pay or long service awards (if applicable)
- All MPF contributions and fund account closures
- Proper notice or payment
Contractual obligations:
- Final supplier payments
- Customer refunds or service fulfillment
- Lease terminations and exit clauses
- Insurance policy cancellations and refunds
7.2. Maintain the director’s duties until the end
Until your company is officially dissolved, directors are legally responsible for ensuring compliance and fair treatment of all parties involved.
Their responsibilities include:
- Fiduciary duty: Always act in the best interests of the company—not just personal gain
- Statutory compliance: File all necessary documents and maintain records as required by law
- Employee care: Treat staff fairly and within legal frameworks
- Creditor fairness: Avoid “preferential payments” that favor one creditor over another
7.3. Handle your company’s intellectual property
Every asset your company owns—whether physical or intangible—needs to be properly handled.
Physical assets:
- Sell them at fair market value
- Distribute the proceeds to shareholders (note: may be considered dividends)
- Transfer to related entities—but watch for stamp duty or tax consequences
Intellectual property (IP):
- Trademarks: Transfer ownership, or formally abandon registration
- Patents: Assign to another party or allow to lapse
- Copyrights: Transfer or license as needed
- Trade secrets: Ensure confidentiality agreements remain enforceable
7.4. Do not close your business bank account too soon
It might seem logical to shut down your company bank account early, but don’t do it until the very end.
You’ll need that account to:
- Pay off final tax liabilities
- Receive potential tax refunds or bonus credits from the Inland Revenue Department (IRD)
- Cover any last-minute employee or supplier payments
Only after you've received your "Notice of No Objection" from the IRD and confirmed that all debts are settled should you proceed with closing the bank account.
Closing it too early can delay the entire process or leave you unable to resolve final obligations—something that could lead to compliance issues or rejected deregistration.
8. Common mistakes during your company closure
Even if deregistration seems straightforward, many companies stumble on preventable missteps—some of which can delay or even derail the entire process.
During 10 years of helping entrepreneurs close down their company, some are our long-term clients, some switch to us since their former service provider can not do it correctly.
We notice 4 common mistakes below that you must take note of
This is the most common (and costly) mistake. If your company still holds assets or owes anything, your application will be rejected.
How to avoid it: Do a full sweep of your company’s balance sheet. Sell off or distribute all assets, and make sure every liability is settled, down to the last unpaid invoice or MPF contribution.
Banks, suppliers, customers, and even government bodies can be caught off guard if you don’t notify them. That silence can come back to bite you.
How to avoid it: Make a checklist of all relevant stakeholders. Inform them in writing about your company’s closure timeline and any actions they need to take.
One missed filing or unpaid tax bill can hold up your “Notice of No Objection” from the IRD—essential for deregistration.
How to avoid it: Work with a qualified accountant who understands Hong Kong tax law. They’ll help you finalize accounts, submit required forms, and avoid red flags that trigger IRD delays.
9. What you still need to know after closure?
Shutting down your Hong Kong company may feel like the final step.However, even after dissolution, there are post-closure responsibilities you need to be aware of, and in some cases, even the possibility of bringing your company back to life.
9.1. Company restoration
Sometimes, companies are closed only to realize later that they shouldn’t have been.
- Maybe a forgotten asset surfaces
- Maybe a lawsuit needs to be filed
- Or maybe regulators or insurers require the company to be reinstated
In these cases, restoration is your only option.
Restoration is possible when:
- Undistributed or newly discovered assets are found
- Legal proceedings need to be initiated or resumed
- Regulatory compliance requires company status
- Insurance claims can’t be processed under a dissolved entity
Time limits:
- Deregistered companies: Can be restored within 20 years
- Wound-up companies: No formal time limit, but practically very difficult after a few years
9.2. Record keeping
Even after your company ceases to exist, you’re still expected to retain records for several years for tax, legal, and audit purposes.
Retention timelines:
- Accounting and tax records: At least 6 years after the closure date
- Employee records: 6 years from the date of termination
- Statutory registers (e.g., shareholder, director lists): Permanently recommended
Storage tips
- Store documents securely either physically or in a digital archive
- Ensure access for former directors or authorized parties
- Stay compliant with data protection laws like Hong Kong’s PDPO
9.3. Tax audits
The Inland Revenue Department (IRD) still has the authority to audit your company even after it’s been shut down.
Audits may be triggered by:
- Unusual or suspicious transactions before closure
- Random selection
- Investigations into related companies or individuals
- Industry-wide compliance sweeps
What you’re still obligated to do:
- Respond to IRD inquiries promptly
- Provide requested documents and financial records
- Attend meetings if necessary
- Pay any additional taxes or penalties if an assessment is made
10. How can we help you close your company in Hong Kong the right way?
At Global Link Asia Consulting, we’ve successfully supported the closure of diverse Hong Kong entities, from:
- A Hong Kong subsidiary of a U.S. tech company with operations spanning multiple Asian countries
- A fast-growing e-commerce brand with complex cross-border payment flows
- To small private limited companies looking for a simple, penalty-free exit
Whether your case is straightforward or filled with legal and tax intricacies, we guide you through the process with confidence, precision, and compliance—from the first step to the final deregistration or liquidation.
We can help you:
- Evaluate eligibility for deregistration or winding up
- Review of company structure, financial status, and closure goals
- File form, work the the Hong Kong government, IRD to shut down correctly
- Track progress and follow up with authorities until success
In addition, we offer an all-in-one package service you can trust:
- Open a company in Hong Kong legally, fast with our one-stop support
- Get a reliable, experienced company secretary with our corporate secretarial service
- Support in opening your business bank accounts;
- Get an affordable, professional registered office address for your business;
- Support to open, authenticate, and manage Stripe and PayPal Business in Singapore, Hong Kong, and the U.S;
- Handle all your tax accounting needs, timely annual filings, auditing, and more.
Whether you’re a solopreneur, startup, or scaling business, we’ll make sure your Hong Kong setup is fully compliant, optimized, and affordable.
11. FAQs about Hong Kong company closure
Deregistration typically takes 4-8 months, while winding up can take 12-24 months or longer, depending on complexity.
Yes, deregistered companies can be restored within 20 years through a court application, though the process is complex and expensive.
No, liquidators are only required for winding up procedures. Deregistration can be handled by company directors or professional service providers.
Yes, but you'll need to use the winding-up process rather than deregistration. All debts must be addressed through proper insolvency procedures.
Assets must be distributed to shareholders before deregistration or handled by a liquidator during winding up. Unclaimed assets may vest in the government.
Final tax returns must be filed, all liabilities settled, and tax clearance obtained. Asset distributions may trigger additional tax obligations
Accounting and tax records should be retained for 6 years after closure. Some documents may need permanent retention.
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