DEREGISTRATION OF HK LOCAL LIMITED COMPANY

Requirements
For the company which apply for deregistration, they must meet the following requirements
before making such application:
o all the members of the company agree to the deregistration;
o the company has not commenced operation or business, or has not been in operation or
carried on business during the 3 months immediately before the application;
o the company has no outstanding liabilities;
o the company is not a party to any legal proceedings;
o the company’s assets do not consist of any immovable property situate in Hong Kong;
o if the company is a holding company, none of its subsidiary's assets consist of any
immovable property situate in Hong Kong; and
o the company has obtained a "Notice of No Objection” to a Company being Deregistered
(Form IR1263) from the Commissioner of Inland Revenue.

The Whole Process

Step 1 – Prepare an audited account
The company has to prepare an audited account up to the date of business cessation and file
it with the Inland Revenue Department. The audited account should be able to support its
Profit Tax Return and to show it has no outstanding liabilities nor assets before requesting for
a Notice of No Objection.
Step 2 – Apply for Notice of No Objection
A Notice of No Objection usually takes 21 working days to issue if there is no unsettled tax
matters or liabilities, from the date of lodgement of a valid application with payment of
prescribed fee#.
Step 3 – Submit application for Deregistration
After obtaining the Notice of No Objection, the company shall submit an application for
deregistration to Companies Registry (Form NDR1) # within 3 months from the date of issue
of the Notice of No Objection, with required fee and the original hardcopy of Notice of No
Objection (Note: In case the application of deregistration is submitted electronically, certified
copies of the Notice of No Objection are required).
Step 4 – Publish on Gazette
A letter acknowledging receipt of the application for deregistration will be issued in about 5
working days. Then the Registrar will publish a notice of the proposed deregistration in the
Gazette in 3 weeks. If no objection to the deregistration is received within next 3 months after
the publication of the notice, the Registrar will deregister the company by publishing another
notice in the Gazette, declaring it to be deregistered on the date of publication of that other
notice. The company is dissolved on deregistration.

Obligations Before Deregistration

The whole process of deregistration normally takes 5 to 6 months to complete. The applicant
of the person nominated in the application will be notified upon deregistration of the
company. Even there is no business operation after the company starts preparing for
deregistration, it still has responsibilities to submit all required statutory documents such as
annual returns, notification of any changes of particulars of directors and company secretary.
You may reach Synergy Compliance for assistance in any part including preparation of all
relevant documents and submissions in relation to deregistration.

A Summary of Timeline
21 days

Stop Business Operation and File Audited Apply for Notice of Receival of Notice of
Dispose Assets or Property Account No Objection No Objection

3 months & 3 weeks 5 days

No Objection
Declare & Publish Publish a Notice of Receival of Letter of Apply for
Deregistration on Gazette Proposed Deregistration Acknowledgment Deregistration