Striking Off Application (Hong Kong)

A Striking Off Application in Hong Kong records the information required to apply for the registration or permit involved.

To be eligible for deregistration under Section 750 of Cap. 622, seven conditions must all be satisfied: (1) all members agree to the deregistration; (2) the company has never commenced business or has ceased to carry on business; (3) the company has no outstanding liabilities; (4) the company is not a party to any legal proceedings; (5) the company has no immovable property in Hong Kong; (6) if the company is a holding company, none of its subsidiaries has immovable property in Hong Kong; and (7) the Inland Revenue Department (IRD) has no objection — which requires all outstanding tax returns to have been filed and all profits tax, salaries tax, and business registration fees paid.

The application is submitted using Form NDR1 through the Companies Registry's e-Services portal. No filing fee is payable for private companies. The Companies Registry publishes a notice in the Hong Kong Government Gazette and allows an objection period for creditors and other interested parties. Once the IRD confirms no objection and no valid objections are received, the Companies Registry strikes the company off the register and publishes a final Gazette notice. Dissolution takes effect on publication of that notice.

Upon dissolution, all property and rights vested in the company immediately vest in the Government of the HKSAR as bona vacantia under the general law. Bank account balances, intellectual property, contractual rights, and all other assets become ownerless Government property. Shareholders must distribute or transfer all company assets before applying for deregistration. Forms Legal provides a free Striking Off Application template for Hong Kong, including the board resolution, members' consent, and supporting declarations.

The striking off procedure is administered entirely by the Companies Registry without court involvement, which distinguishes it from a members' voluntary winding-up under Cap. 32 (which requires a licensed insolvency practitioner and court dissolution) and from a compulsory winding-up (which is court-ordered following a creditor's petition). The simplicity of the deregistration process makes it the preferred route for the thousands of dormant Hong Kong companies that are closed each year. Forms Legal provides a free Striking Off Application template for Hong Kong, including the board resolution, members' consent, and required declarations. Available as PDF and Word download.

The striking off procedure under Section 750 of the Companies Ordinance (Cap. 622) requires the company to submit Form NDR1 to the Companies Registry, accompanied by a board resolution authorising the application, written consent from all members, and a statutory declaration confirming the company has no outstanding liabilities, is not a party to legal proceedings, has no assets in Hong Kong, and has not traded within the preceding three months. The Inland Revenue Department must separately be notified, and the company should confirm all outstanding tax returns have been filed and any tax assessments settled before the deregistration application is made. The Companies Registry publishes the deregistration notice in the Gazette, allowing creditors and other interested parties to object within three months.

A Striking Off Application is the appropriate method for closing a Hong Kong company when all seven eligibility conditions under Section 750 of the Companies Ordinance (Cap. 622) are satisfied. Specific circumstances where a striking off application is the correct approach include the following.

Dormant shell companies: Many Hong Kong companies are incorporated as shelf companies or for specific transactions and subsequently become dormant without ever commencing active business. Where all members agree and the company has no liabilities or immovable property, the striking off procedure is straightforward and cost-effective. The Companies Registry's e-Services portal allows Form NDR1 to be submitted electronically without a filing fee for private companies.

Post-project companies: Companies incorporated for a specific project — a joint venture, an investment holding structure, or a property development — that have completed their purpose and distributed all assets to shareholders are candidates for striking off, provided all liabilities have been settled and the IRD has no outstanding objection.

Group restructuring: Multinational groups restructuring their Hong Kong subsidiary networks may close redundant intermediate holding companies through the striking off procedure, provided the subsidiaries have been dissolved or transferred beforehand and no immovable property remains in the company.

Startups that did not trade: Founders who incorporated a Hong Kong company but decided not to proceed with the business before commencing operations can use the striking off procedure — eligibility requires only that the company never commenced business (or has since ceased all business) and has no liabilities.

Cost-conscious closure: The members' voluntary winding-up process under Cap. 32 requires a licensed insolvency practitioner as liquidator, involves statutory advertisements, and typically costs HK$15,000 to HK$50,000 or more in professional fees. The striking off procedure is free (no Companies Registry fee for private companies) and requires no insolvency practitioner, making it significantly cheaper for straightforward closures.

Pre-deregistration checklist: Before applying, directors should confirm that all bank accounts are closed and balances distributed; all MPF contributions are up to date; all Business Registration fees are paid; all tax returns are filed and assessments settled with the IRD; all employees have been properly terminated with statutory entitlements paid under the Employment Ordinance (Cap. 57); and all contracts are terminated or novated.

A Hong Kong Striking Off Application package must include all documents required by the Companies Registry under Section 750 of the Companies Ordinance (Cap. 622). Forms Legal's template covers every essential component.

Company details: Full registered name of the company exactly as shown on the Companies Registry; the Company Registration Number; and the current registered office address in Hong Kong. These must match the Companies Registry's records exactly.

Board resolution: A resolution of the board of directors authorising the submission of the deregistration application; confirming that the company satisfies all seven eligibility conditions under Section 750; and authorising a director or the company secretary to sign and submit Form NDR1 on behalf of the company. The resolution should be passed at a properly convened board meeting or by written resolution of all directors.

Members' consent: Written consent of all members (shareholders) of the company to the deregistration. For a company with a sole member, the sole member's written consent suffices. For companies with multiple members, all must consent — there is no provision for majority consent under Section 750.

Declaration of no liabilities: A statutory declaration or board declaration confirming that the company has no outstanding liabilities — including no unpaid trade creditors, no outstanding bank loans, no unpaid salaries or MPF contributions, no outstanding tax assessments, and no Business Registration fees in arrears.

IRD tax clearance: The Inland Revenue Department's confirmation that it has no objection to the deregistration. The Companies Registry notifies the IRD upon receipt of Form NDR1 and waits for the IRD's response. In practice, the IRD requires all outstanding profits tax returns, employer's returns, and business registration renewals to be filed and all assessments paid before it will confirm no objection.

No immovable property declaration: Confirmation that the company holds no immovable property in Hong Kong and (if a holding company) that none of its subsidiary companies holds immovable property in Hong Kong. Immovable property must be transferred or sold before the striking off application is made.

No legal proceedings declaration: Confirmation that the company is not a party to any ongoing or threatened legal proceedings — whether as plaintiff, defendant, or third party — in any court or tribunal in Hong Kong or elsewhere.

Form NDR1: The official Companies Registry deregistration application form, available through the e-Services portal. The form captures all key information and is signed by a director or authorised representative. No filing fee is payable for private companies under Cap. 622.

Director and member details: Full names, HKID numbers (for Hong Kong residents) or passport numbers (for non-residents), and addresses of all directors and all members consenting to the deregistration.

Post-dissolution record retention: Before submitting Form NDR1, directors should confirm that all company data — including accounting records, contracts, correspondence, and corporate documents — is archived for the minimum retention period required by the Inland Revenue Ordinance (Cap. 112) (seven years for tax records) and the Companies Ordinance (Cap. 622). Even after deregistration, directors and former officers may remain liable for their conduct during the company's existence, so record retention is important for potential future claims or regulatory inquiries.

Liability for officers post-deregistration: Deregistration does not extinguish the personal liability of directors and officers for acts or omissions during the company's existence. Former directors remain liable for breaches of fiduciary duty, wrongful trading, and fraudulent trading under the Companies Ordinance (Cap. 622) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32). Tax obligations and potential assessments by the Inland Revenue Department under the Inland Revenue Ordinance (Cap. 112) may also persist. Directors should retain complete records for at least seven years after deregistration. The forms-legal.com Striking Off Application (Hong Kong) template covers the mandatory elements under Companies Ordinance (Cap. 622).