Closing a Hong Kong Company: Final Accounts, the Last Tax Return and the IRD's No-Objection Notice

By Di Ma, Project Manager 04 NOV 2026 · 4 MIN READ

A Hong Kong company that has stopped trading and has nothing left in it can usually be closed by deregistration, which is cheaper and quicker than a liquidation. Most of the work is accounting and tax: the Companies Registry won't deregister a company until the IRD says it has no objection, and the IRD won't say that until the books and taxes are finished. Here's that side of the process.

Can the company be deregistered?

Under section 750 of the Companies Ordinance, an application can only be made if:

all the members agree;
the company has never started business, or hasn't carried on business for the 3 months before the application;
it has no outstanding liabilities;
it isn't a party to any legal proceedings; and
neither it nor any subsidiary owns property in Hong Kong.

"No outstanding liabilities" includes the audit fee, the last tax, and anything owed to a director. If the company can't meet these conditions, it needs a different route, such as a members' voluntary winding up.

The order of work

The accounting and tax side of closing a company, in order
Step	What
1. Stop trading	Last sale, last purchase; tell the IRD within 1 month (IRO s.51(6))
2. Clear the balance sheet	Collect receivables, pay every liability, sell or distribute assets, settle the director's account
3. Final accounts	To the date business ceased, audited
4. Final tax	File every return the IRD has issued, pay the tax
5. No-objection notice	Apply to the IRD (form IR1263)
6. Deregistration	Apply to the Companies Registry within 3 months of the notice

Clear the balance sheet

Collect what's owed to the company, or write it off (see bad debts).
Pay every liability, including the final audit fee and tax, or provide for them before the money leaves.
Settle the director's current account: the company can't owe the director anything at the end (see the director's current account).
Distribute what's left to the shareholders, for example as a final dividend out of distributable profits (see paying dividends).
Close the bank account once it's empty.

When a company is dissolved, any property it still owns, including money left in its bank account, passes to the Government as bona vacantia (section 752). Empty the account before the company is deregistered, not after.

Final accounts and the final tax period

Tell the IRD in writing within 1 month after the business stops (section 51(6) of the Inland Revenue Ordinance), and the Business Registration Office within 1 month too (Business Registration Ordinance, section 8).
The final accounts run to the date the business ceased, and are audited like any other year (see the audit process).
The final year of assessment covers the profits from the end of the previous basis period to the date of cessation (section 18D).
File every return the IRD has issued, including the last profits tax return and the employer's return if there were staff, and pay all the tax.

The IRD's notice of no objection

The IRD issues a notice of no objection, on application with form IR1263 and a fee, if (IRD):

the company has never started business or has ceased business, and won't start or resume it;
it has disposed of all its trading stock, property and securities;
it has no outstanding tax and no outstanding obligations under the Ordinance, such as returns not yet filed;
there are no unanswered IRD enquiries, and no unsettled objections or appeals.

The IRD says it normally issues the notice within 21 working days. The application to the Companies Registry (form NDR1) must then be made within 3 months of the notice's date (Companies Registry). The Registrar publishes a notice in the Gazette, waits 3 months for objections, and then deregisters the company, which dissolves it (section 751).

Business registration has to be kept up until then: the IRD says a company's registration continues until the company is dissolved.

The Certanta client portal, balance sheet of the fictional demo company Harbourfront Trading Ltd: assets including bank accounts, receivables and inventory, liabilities including trade payables and the director current account, and equity. — Every line on this balance sheet has to reach nil, or be distributed, before a company can be deregistered. The demo company's, for illustration.

How Certanta helps

The final books, closed to the date business stopped, with every balance cleared or explained.
The final accounts and tax computation prepared for the auditor and the last return.
A clear list of what's left to settle before the IRD application.

Frequently asked questions

What are the conditions for deregistering a Hong Kong company?

All members agree; the company has never commenced business or has not carried on business in the three months before the application; it has no outstanding liabilities; it is not a party to legal proceedings; and neither it nor any subsidiary owns immovable property in Hong Kong (Companies Ordinance s.750).

What is the IRD notice of no objection?

A written notice from the Commissioner of Inland Revenue that he has no objection to the company being deregistered. It must accompany the deregistration application, and is applied for with form IR1263.

When will the IRD issue a notice of no objection?

When the company has ceased business and will not resume it, has disposed of its trading stock, property and securities, has no outstanding tax or obligations such as unfiled returns, and has no unanswered enquiries or unsettled objections or appeals. The IRD says it normally issues the notice within 21 working days.

Do I need final accounts to close a company?

Yes. The final accounts run to the date the business ceased, and the final profits tax return and computation are based on them. The IRD will not issue its notice of no objection while returns are outstanding.

What happens to money left in a deregistered company's bank account?

On dissolution, any property the company still owns, including cash, vests in the Government as bona vacantia (Companies Ordinance s.752). Distribute or use it before the company is deregistered.

Do I need to tell the IRD when the business stops?

Yes: in writing within one month of ceasing business (Inland Revenue Ordinance s.51(6)), and the Business Registration Office within one month as well (Business Registration Ordinance s.8).

Final books, closed properly

Certanta closes the books to the date business stopped and prepares the final accounts and tax computation, so the IRD has nothing left to ask.

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This article summarises sections 750 to 752 of the Companies Ordinance (Cap. 622), sections 18D and 51 of the Inland Revenue Ordinance (Cap. 112), section 8 of the Business Registration Ordinance (Cap. 310), and the IRD's and Companies Registry's published guidance, as at 29 October 2026. It is general information, not legal or tax advice. A company with debts it can't pay, or with assets to distribute, may need a liquidation instead of deregistration; take advice.