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Company Deregistration

Deregistration of a limited company costs $2500 (excluding government fees)

The procedures for deregistering a limited company are more complicated compared to deregistering an unlimited company. When a company is able to resume business, it needs to follow the established procedures for re-registration. If a company has already fulfilled its tax obligations, the application for deregistering a limited company usually takes around nine months before it is officially struck off from the Companies Registry.

註銷有限公司

Deregistering a limited company

A company can apply for registration under the following circumstances:

  • All shareholders of the company agree to deregister the company
  • The company has ceased operations or has never commenced operations within three months before the application for deregistration is made
  • The company has no outstanding debts
  • The company is not a party to any legal proceedings
  • The company's assets do not include any real property located in Hong Kong
  • If the company is a holding company, the assets of its subsidiaries do not include any real property located in Hong Kong
  • The company has obtained a "Letter of No Objection" issued by the Commissioner of Inland Revenue

What is a "Letter of No Objection"?

Before deregistering a limited company, it is necessary to apply for a "Letter of No Objection"IR1263 form 」。When the Inland Revenue Department issues a Letter of No Objection, it means that the company has settled all tax liabilities and fees related to business registration. 

In order to obtain the Letter of No Objection from the Inland Revenue Department, a company must clear all outstanding tax issues, such as any unpaid profits tax liabilities, business registration fees, and overseas taxes. 

A limited company should prepare the final audited financial statements before applying for deregistration, which will be submitted to the Inland Revenue Department for final tax purposes. The audited financial statements should cover the company's business activities up to the point when the trading activities of the company ceased. 

The process of deregistration

  • Submitting the Letter of No Objection: Before formally applying for deregistration with the Companies Registry, a Letter of No Objection issued by the Inland Revenue Department must be obtained.
  • Responding to Inland Revenue Department Letters: If the Inland Revenue Department requires a response from the company regarding the application, we must comply with the Inland Revenue Department's request and submit the required information and take appropriate actions accordingly.
  • After obtaining the "Letter of No Objection", the company can formally submit the deregistration application to the Companies Registry. Similarly, the company must settle all outstanding fines (if any) before the deregistration application can be approved.
  • Formal Deregistration: The Companies Registry will respond to the progress of the deregistration process by letter. Unless there are special issues, the company will be formally deregistered within 5 months.

Deregistration service fee for a limited company is $2500 (excluding government fees).

** Government deregistration fees are $270 (for the Companies Registry) + $420 (for the Inland Revenue Department) = $690.

Responsibilities for the application of deregistration

During the process of deregistering a limited company, the company still has the responsibility to dispose of the company's assets, submit annual returns, and comply with business registration requirements. 

If a company is deregistered, its assets (if any) will be deemed as bona vacantia and will be transferred to the Hong Kong government. Therefore, the company should handle its assets and liabilities before applying for deregistration. For example:

  • All properties, factories, and equipment must be disposed of properly.
  • All company bank accounts should be automatically closed once it is confirmed that they are no longer needed for transactions.
  • When handling company debts, all outstanding debts must be repaid by the company's directors, members, and related companies, or voluntarily waived by creditors.

According to the Companies Ordinance, a company must continue to fulfill its obligations, such as submitting annual returns (NAR1) and providing notices of any changes to its registered office address, company secretary and director(s), before it is officially dissolved. 

註銷有限公司

Deregistration service fee for a limited company is $2500 (excluding government fees).

** Government deregistration fees are $270 (for the Companies Registry) + $420 (for the Inland Revenue Department) = $690.

Application for deregistration

Submitting the deregistration application form online is convenient and efficient. Our company promises to respond within 24 hours upon receiving any inquiries regarding the application.

Application for deregistration
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(excluding the goverment fee)

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