Form NDR1 Deregistration Application Hong Kong Private Company: Requirements and Process
Apply to deregister your Hong Kong private company using Form NDR1. Learn the conditions, tax clearance steps and process timeline.
NDR1 at a glance
- Official title
- Application for Deregistration of Private Company or Company Limited by Guarantee
- Issued by
- Companies Registry
- e-Filing
- Available
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form NDR1: Deregistration Application for a Hong Kong Private Company
A Hong Kong private company that ceases operations permanently and wants removal from the Companies Registry files Form NDR1. The form is the formal request to strike the company off the register. The process is governed by the Companies Ordinance (Cap. 622). The application must satisfy specific conditions before the registry will process it.
Hong Kong Company Deregistration Conditions
Before applying for deregistration using Form NDR1, the company must meet every condition below.
The company must be a private company or a company limited by guarantee. A company that is a party to any legal proceedings or has any outstanding liabilities is not eligible. The company must not have any outstanding tax liabilities or unpaid business registration fees. It must have obtained a notice of no objection from the Inland Revenue Department (IRD). The company must also have ceased its business or operations, and it must not have any property or assets.
The company must be dormant or have no significant assets. A dormant company under Cap. 622 is one that has not engaged in any accounting transactions during the relevant period. The deregistration route also applies to a company that has ceased operating but has not formally declared itself dormant.
The company must not be subject to any compulsory winding up order, voluntary winding up, or other proceeding under the Companies Ordinance. It must also not have any outstanding liabilities to the government, including penalties for late filing of annual returns or other statutory forms.
NDR1 Filing Fee Hong Kong
The on-time registration fee for filing Form NDR1 is HK$105. This fee is payable at the time of submission. If the application is rejected or withdrawn, the fee is not refunded. The fee is the same for both paper and electronic filing through the Companies Registry's e-Services portal.
The registry does not charge a separate fee for the Gazette notice or the striking-off process beyond the initial application fee. The applicant must also satisfy any outstanding fees or penalties with the Companies Registry and the Inland Revenue Department before the application can proceed.
Deregister Private Company Hong Kong: Step-by-Step Process
The deregistration process involves several distinct stages. First, ensure eligibility. Then apply to the Inland Revenue Department for a notice of no objection. Once the IRD issues this notice, file Form NDR1 with the Companies Registry.
Step 1: Obtain a Notice of No Objection from the IRD
Complete and submit an application to the Business Registration Office of the Inland Revenue Department. This application must include a declaration that the company has no outstanding tax liabilities, no unpaid business registration fees, and is not involved in any unresolved tax disputes. The IRD will review the company's tax affairs, including profits tax returns, employer returns, and any other tax compliance matters. If satisfied, the IRD will issue a notice of no objection. This notice is a prerequisite for filing Form NDR1.
Step 2: Prepare and File Form NDR1
Complete Form NDR1. The form requires the company name, company number, registered office address, the names of all directors and the company secretary, and the date of the IRD's notice of no objection. The form must be signed by a director, the company secretary, or another person authorised by a resolution of the board. File the form with the Companies Registry either by paper or through the e-Services portal, accompanied by the HK$105 fee.
Step 3: Companies Registry Publication of Notice in the Gazette
Upon receiving the application, the Companies Registry will publish a notice of the proposed deregistration in the Hong Kong Government Gazette. This notice invites any person with objections to make representations to the registry within three months from the date of publication. This is a statutory requirement under Cap. 622.
Step 4: Striking Off and Dissolution
If no objections are received within the three-month period, the Registrar of Companies strikes the company off the register. The company is then dissolved. The dissolution takes effect from the date of this striking-off order. The company ceases to exist as a legal entity at that point.
Step 5: Publication of the Striking-Off Notice
The Registrar notifies the liquidator or, where there is no liquidator, the company's members of the striking-off via a second Gazette notice. The dissolution is effective from the date of this notice.
Contrasting Deregistration with Liquidation
Deregistration under Form NDR1 is distinct from liquidation. Liquidation is a formal process for winding up a company that is insolvent or solvent but where there are assets to distribute or liabilities to settle. Two main types exist: compulsory winding up (by court order) and creditors voluntary liquidation (by shareholder resolution when the company is insolvent). A solvent company can also use a creditors voluntary liquidation if it can pay its debts.
Deregistration is only available to companies that meet the specific conditions: no assets, no liabilities, and a notice of no objection from the IRD. Liquidation is required if the company has any outstanding debts, has assets to distribute, or is involved in legal proceedings. A company that has been struck off without meeting these conditions can be restored to the register. Restoration is a separate and costly process.
Contrasting Deregistration with Declaring Dormant
A company can declare itself dormant under Cap. 622. This status exempts the company from filing annual returns (Form NAR1) and from applying to the Inland Revenue Department for tax clearance. A dormant company remains a legal entity on the register. It can become active again at any time by filing an appropriate form. Deregistration permanently ends the company's existence.
A company that intends to cease operations permanently should pursue deregistration rather than merely remaining dormant. A dormant company must still comply with the Companies Ordinance and may be subject to late filing penalties if it becomes active again. The deregistration process is the only way to achieve final dissolution.
Important Considerations
The deregistration process takes approximately six to nine months from the date of making the application to the Companies Registry, provided no objections are raised. The company must be current with all statutory filings, including annual returns (Form NAR1), before filing Form NDR1. Any outstanding penalties or fees will block the application.
The company's directors remain personally liable for any obligations incurred before deregistration. Once the company is dissolved, its assets (if any) vest in the Hong Kong Government as bona vacantia (ownerless property). The former directors have no claim to these assets.
If any person objects during the three-month Gazette notice period, the Registrar may refuse the application. The company can reapply after addressing the objection. The IRD may refuse to issue a notice of no objection if the company has any unresolved tax issues. Ensure all tax returns are filed and any tax assessments are paid or settled before applying. This includes BIR51, Profits Tax Return for Corporations, and BIR56A, Employer's Return.
Form NDR1 can be filed electronically through the Companies Registry's e-Services portal. Paper forms are also accepted. The registry recommends electronic filing for faster processing. The form must be accompanied by the fee and the IRD's notice of no objection.
For further official information, refer to the Companies Registry's specified forms index at https://www.cr.gov.hk/en/forms/specified.htm and the Inland Revenue Department's forms index at https://www.ird.gov.hk/eng/paf/bus.htm. Always download the current version of Form NDR1 directly from the registry, as forms are revised periodically.
How to fill out Form NDR1
Page one of the official form. Every field named below appears on it in the same order.
1 公司名称 Company Name
Enter the full registered name of the company exactly as it appears on the Certificate of Incorporation.
商业登记号码 Business Registration Number
Enter the company’s Business Registration number. This is found on the Business Registration Certificate issued by the Inland Revenue Department (IRD).
2 申请人证明书 Certification by Applicant
A. 申请人的身分 Capacity of Applicant
Tick one box only to indicate who is making this application: - “上述公司” (the above named company) - “上述公司的一名董事” (a director of the above named company) - “上述公司的一名成员” (a member of the above named company)
B. 申请人的资料 Particulars of Applicant
Field 10 - Name of Applicant - If a natural person: fill in the Chinese name (if any) and the English surname and other names. - OR if a body corporate: fill in the corporate name.
Field 10 - Correspondence Address The full postal address where the applicant wants to receive correspondence.
Field 11 - Email Address and Fax Number Optional contact details for the applicant.
Important: If the applicant is the above named company, you must also complete Section C on the next page.
C. 获提名负责接收撤销注册通知书的自然人的资料 Particulars of the Natural Person Nominated to be Given Notice of the Deregistration
Complete this section only if the applicant is the above named company.
Field 13 - Name of Natural Person Nominated Full name (Chinese and English surname and other names) of the person the company nominates to receive the deregistration notice.
Field 13 - Correspondence Address Full postal address for that nominated person.
Field 14 - Email Address and Fax Number Optional contact details for the nominated person.
3 D. 申请条件 Conditions for the Application
This section lists the seven mandatory conditions. Before signing, the applicant must confirm all are met: 1. All members agree to the deregistration. 2. The company has not started business OR has not traded for the 3 months immediately before this application. 3. The company has no outstanding liabilities. 4. The company is not a party to any legal proceedings. 5. The company’s assets do not include any immovable property in Hong Kong. 6. (If a holding company) none of its subsidiary’s assets include immovable property in Hong Kong. 7. The company is not one of the specified types under section 749 of the Companies Ordinance (Cap. 622).
E. 随本表格交付的文件 Document Delivered with this Form
You must attach the original written notice from the Commissioner of Inland Revenue stating no objection to the deregistration. Do not file this form without that notice.
3 F. 证明书 Certification
The applicant certifies: - (a) All conditions in Section D are met. - (b) All information in the application is correct.
8 签署 Signed : 日期 Date :
Who must sign? - Tick the box for “本表格第2B项所述的申请人(自然人)” if the applicant is a natural person. - Tick the box for “本表格第2B项所述的申请人(法人团体)的董事／公司秘书／授权人” if the applicant is a body corporate, and delete whichever of “董事／公司秘书／授权人” does not apply.
Date: Enter in DD/MM/YYYY format.
Name and Capacity: Print the full name and capacity of the signer below the signature.
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