Form NDR1: applying to deregister a Hong Kong private company

What Is Form NDR1 for Company Deregistration

Form NDR1 removes a private company or a company limited by guarantee from the Hong Kong Companies Registry. Its full title is "Application for Deregistration of a Private Company or a Company Limited by Guarantee". The form is filed under the Companies Ordinance (Cap. 622). Deregistration ends a company's existence as a legal entity.

Eligibility for Using Form NDR1

A company must meet specific conditions to use Form NDR1. The Companies Registry will only accept an application if the company meets all of the following requirements:

• The company has never commenced business or has ceased business for at least three months before the application.
• The company has no outstanding liabilities, including unpaid taxes, fees, penalties, or debts to creditors.
• All members have given written consent to the deregistration.
• The company is not a party to any legal proceedings.
• The company has no assets or property remaining in Hong Kong or elsewhere.

A solvent company meeting these criteria may proceed with the NDR1 application. Companies that fail to meet these conditions must pursue liquidation or winding up instead.

Notice of No Objection From the Commissioner of Inland Revenue

The Companies Registry will not process Form NDR1 until the company first obtains a notice of no objection from the Commissioner of Inland Revenue. This notice confirms the Inland Revenue Department has no outstanding tax issues. To secure it, the company must:

• File all outstanding profits tax returns, including the final return.
• Settle any unpaid tax, penalties, or interest.
• Notify the Commissioner of its intention to deregister.

The Commissioner issues the notice only after confirming no tax liabilities remain. This notice must be attached to the NDR1 application upon submission to the Companies Registry.

The NDR1 Deregistration Application Process

Submitting an NDR1 application follows a clear sequence. First, secure the written consent of all members, typically via a written resolution. Next, apply to the Commissioner of Inland Revenue for the notice of no objection. Once received, complete Form NDR1 and submit it to the Companies Registry with the notice and the members' consent.

The Companies Registry will process the application and, if satisfied, publish a notice in the Gazette. A three-month objection period follows the publication, allowing any person to object. If no objection is raised, the company is struck off the register and dissolved.

Striking Off a Company Using NDR1

Using Form NDR1 is the formal method for a company to volunteer for striking off. This differs from the Registrar's power to strike off a company that has simply ceased operating. When a company files NDR1, its directors control the timing and ensure all obligations are settled before dissolution. The striking off takes effect on the date the Gazette notice confirms the deregistration.

Upon deregistration, the company ceases to exist. Any assets remaining at that moment vest in the Hong Kong government. Directors must therefore distribute all assets to members before submitting the application.