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FAQ :
Request for a Notice of No Objection (NNO)
to a Company Being Deregistered
Background information
| Q1 |
Why a Notice of No Objection (NNO) is required?
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| A1 |
With effect from 11 November 1999, a private company which
has ceased its operation and is solvent may apply to the
Companies Registry under s. 291AA of the Companies Ordinance
(Cap. 32) for deregistration. However, the application must
be accompanied by a NNO issued by IRD under s. 88B of the
Inland Revenue Ordinance (Cap. 112). |
Application procedure
| Q2 |
Who can make the request for a NNO?
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| A2 |
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A director |
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A member or nominated person of the company, with
copy of authorization letter signed by a director
of the company. |
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If the nominated person is a practising professional,
e.g. accountancy/secretarial or solicitor firm, submission
of evidence of authorization is not required unless
requested by IRD. |
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| Q3 |
Where can I get the Application Form (IR1263)? |
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| A3 |
The form can be obtained
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On 1/F of the Revenue Tower,
5 Gloucester Road, Wanchai, Hong Kong |
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Through the Fax-A-Form service
(Telephone No. 2598 6001) |
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From IRD Homepage on the Internet
Website:
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| Q4 |
What documents should be submitted when
making the application?
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| A4 |
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A properly-completed Application Form
(IR1263); and
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A crossed cheque, draft or cashier order in the amount
of $270 for the application fee. (Refer to Q6.
If payment by cash is preferred by the applicant,
refer to Q11.) |
Your application will be rejected if:
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the Application Form is not properly-completed;
or
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your cheque is not properly-drawn or
is dishonoured.
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| Q5 |
Whom should I contact if I have difficulties
in filling in the Application Form?
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| A5 |
You may phone our Deregistration Section at
2594 1788 for enquiries.
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| Q6 |
How should I draw the cheque?
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| A6 |
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Cheques, draft or cashier order should be made payable
to "The Government of the Hong Kong Special Administrative
Region" or "The Government of the HKSAR" and crossed.
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The Company's Business Registration No.
and a contact phone no. should be written on the back
of the cheque, draft or cashier order.
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| Q7 |
Can I get a refund of the application
fee if my application is unsuccessful? |
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| A7 |
No. The fee is non-refundable regardless
of the result of the application. |
| Q8 |
How should I submit the application? |
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| A8 |
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By post: addressed to the Commissioner
of Inland Revenue at GPO Box 132, HK
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In person to the Receipt
& Despatch Counter at 1/F, Revenue Tower, 5 Gloucester
Road, Wanchai, Hong Kong. |
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| Q9 |
What should I do if I have failed to attach
a cheque when submitting my Application Form?
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| A9 |
A demand note will be issued to you and you must make the
payment within 14 days of its issue date; otherwise, your
application will be rejected. Details of payment instructions
are printed on the overleaf of the demand note.
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Acknowledgement of
receipt of application
| Q10 |
When shall I expect to receive an acknowledgement of
receipt of my application? |
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| A10 |
This is a user-pays service. An application
is acceptable only when the application fee has been received.
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For application and payment made
by post
a receipted demand note (receipt of the application
fee) will be issued within 14 days of receiving the
application or the payment of the fee, whichever is
the later. This payment receipt also serves as an
acknowledgement of receipt of the application. |
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For payment made in person
the payment receipt should be regarded as an acknowledgement
of receipt of the application.
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| Q11 |
Can I get an acknowledgement of receipt
in person so as to ensure that my application has been received?
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| A11 |
Yes, but in that case you should follow the
following steps in submitting your application:
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submit your Application Form in person
to the Deregistration Section on 11/F of Revenue Tower,
5 Gloucester Road, Wanchai, HK; |
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obtain a demand note for the application fee next
day;
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make payment at any Post Offices; and |
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get your receipted demand note back as an acknowledgement
of receipt.
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Processing of application
| Q12 |
When shall I expect to receive the result
of the application? |
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| A12 |
Normally, a Notice of No Objection, or a Notice of Objection
if there are unsettled tax matters or liabilities, will
be issued within 21 working days from the date of receiving
the application or the fee, whichever is the later. |
| Q13 |
What are the conditions to be considered
for the issue of a NNO?
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| A13 |
A NNO will be issued if:
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the company has never commenced operation,
or has already ceased business;
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the company will not start/resume business
in the future;
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the company has disposed of all trading
stock, landed property and securities, if any;
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the company has no outstanding tax liabilities
(including those owed by the company in the capacity
of an agent of an overseas business) which include Profits
Tax, Property Tax, Stamp Duty, Business Registration
fee, fines and penalties in connection therewith, costs
of tax recovery including court fees, cost of execution,
bailiff's expenses, guard fee and judgement interests;
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the company has no outstanding obligations
under the Inland Revenue Ordinance. These include submission
of returns which have been issued by the IRD, liability
to notify the CIR in writing that the company is chargeable
to tax for any year of assessment in which a return
has not been received;
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there are no unanswered enquiries from
IRD;
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there are no unsettled objections or
appeals in respect of assessments already raised.
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Follow-up of unsuccessful
application
| Q14 |
What should I do if I wish to pursue my
application after receiving a Notice of Objection?
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| A14 |
You should:
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approach the relevant assessors to clear
all outstanding matters or liabilities as specified
in the Notice of Objection; and
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re-submit your application by completing
the lower portion of the Notice of Objection and returning
the Notice intact to IRD.
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| Q15 |
Do I need to pay fresh application fee for
my re-submission of the application?
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| A15 |
No. |
| Q16 |
Is there any time limit for the re-submission?
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| A16 |
No. |
Validity of the NNO
| Q17 |
Is there any validity period of a NNO for
the purpose of filing an application to the Companies Registry
for the deregistration of the company?
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| A17 |
Although there is no time limit specified in
the law for the application to the Companies Registry for
deregistration after obtaining a Notice of No Objection, the
application should normally be made within 3 months from the
date of such Notice. Failure to do so may result in the application
being delayed or even rejected.
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Request for duplicate/fresh
NNO
| Q18 |
Can I ask for a duplicate of the NNO and
if so, do I need to pay any charge?
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| A18 |
Yes. A duplicate NNO bearing the original issue date may
be issued free of charge upon request. If a fresh NNO is
required, a new Application Form (IR1263) has to be lodged
with a fee of $270. |
| Q19 |
Can I disregard any outstanding tax liabilities
which come to light after the receipt of a NNO?
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| A19 |
No. You should clear all tax liabilities even if they come
to light after the issue of a NNO. IRD reserves the right
to raise objection against your deregistration application
under s.291AA(8) and/or apply to court under s.291AB(2)
of the Companies Ordinance should there be any outstanding
tax liabilities. |
Liability for business registration
fee
| Q20 |
If the company has never applied for business
registration, would the application for a NNO be accepted?
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| A20 |
The application would be rejected. The company has to apply
for business registration and pay all business registration
fees payable before application. |
| Q21 |
Does a defunct company need to renew
its business registration and pay the business registration
fees and levies after it has already applied for deregistration?
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| A21 |
A company incorporated under the Companies
Ordinance is required to renew its Business Registration
Certificate or Branch Registration Certificate and pay the
business registration fees & levies until the Companies
Registry approves its application for deregistration and
dissolution. Nevertheless, upon receipt of its application
for a "Notice of No Objection to a Company being Deregistered"
(NNO), IRD will consider holding over payment of the registration
fees & levies in respect of certificates commencing
to take effect thereafter. Please refer to the following
table for detailed arrangements: |
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| Date of commencement
of business registration certificate or branch registration
certificate |
Whether Required
to Pay the Registration Fee & Levy |
| Falls before the date of receipt of application
for NNO by IRD |
Must Pay |
| Falls on or after the date of receipt
of application for NNO by IRD |
Temporarily not required
to pay.
However, if the Company's deregistration is not completed,
for example, the Company subsequently withdraws its
application for a "Notice of No Objection", or its
application for deregistration is not approved by
the Companies Registry, the Company will then be required
to pay the relevant registration fees and levies held
over. |
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Stamp Duty
| Q22 |
Can a deregistered company transfer its
landed property to the ex-shareholders and exempt from stamp
duty as in the case of liquidation?
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| A22 |
If an application for deregistration of a defunct
private company is successful, the company is dissolved on
deregistration. Where a company is dissolved, all property
and rights whatsoever vested in or held on trust for the company
immediately before its dissolution shall, be deemed to be
bona vacantia and shall accordingly belong to the Government.
Hence, there is no question of stamping an instrument for
transfer of assets by a deregistered company.
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| Q23 |
If a defunct company applies for deregistration
and transfers its landed property to the shareholders before
it is deregistered, will this transfer be exempt from stamp
duty?
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| A23 |
No. Prior to deregistration, the company
is both the legal and beneficial owner of the landed property
and no interest of the property is vested in its shareholders.
Any conveyance of the property from the company to its shareholders
is chargeable with stamp duty as a usual conveyance. |
Filing of Profits
Tax Return
| Q24 |
If a defunct company applies for deregistration,
can it submit unaudited accounts to supports its Profits Tax
Return?
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| A24 |
No. The company has to submit audited accounts
to support its Profits Tax Return unless it is a dormant company
within the terms of the Companies Ordinance, i.e. the company
has no accounting transaction during the accounting period.
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Keeping Business Records
| Q25 |
If a defunct company applies for deregistration,
does it need to keep accounting records? If yes, how long
does it keep?
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| A25 |
Under s. 51C of the Inland Revenue Ordinance, every person
carrying on a trade, profession or business in Hong Kong
must keep sufficient records of his income and expenditure
(either in English or in Chinese) to enable his assessable
profits to be readily ascertained. Business records must
be retained for at least seven years after the completion
of the transactions to which they relate. This does not
apply to a corporation which has been dissolved.
For a defunct company which applies for deregistration,
it still needs to comply with the requirements of s. 51C
of the Inland Revenue Ordinance before it is deregistered
under the Companies Ordinance.
However, under s. 292(3) of the Companies Ordinance a
person who was a director of a company immediately before
its dissolution must ensure that all the books and papers
of the company are kept for not less than 5 years after
the dissolution. (For further explanation of the provisions
of s. 292(3) of the Companies Ordinance, please contact
the Companies Registry.) |
Further enquiries
| Q26 |
Whom should I contact if I need further
information regarding the application?
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| A26 |
You may contact our Deregistration Section at 2594 1788.
Written enquiries can be sent to GPO Box 132 or via e-mail
at taxpf@ird.gov.hk.
Please refer to our web page on Electronic
Submission of Information for the prescribed format,
manner and procedures of filing electronic documents when
making enquiries via e-mail. |
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