Request for a Notice of No Objection (NNO) to a Company Being Deregistered
Why a Notice of No Objection (NNO) is required?
With effect from 3 March 2014, a private company or a company limited by guarantee which has ceased its operation and is solvent may apply to the Companies Registry under section 750 of the Companies Ordinance (Cap. 622) for deregistration. However, the application must be accompanied by a NNO issued by IRD under section 88B of the Inland Revenue Ordinance (Cap. 112). [Prior to 3 March 2014, the application is not applicable to a company limited by guarantee.]
What should I do if I have failed to attach a cheque when submitting my Application Form?
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.
When shall I expect to receive an acknowledgement of receipt of my application?
This is a user-pays service. An application is acceptable only when the application fee has been received.
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.
For payment made in person
the payment receipt should be regarded as an acknowledgement of receipt of the application.
When shall I expect to receive the result of the application?
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.
What are the conditions to be considered for the issue of a NNO?
A NNO will be issued if:
the company has never commenced operation, or has already ceased business;
the company will not start/resume business in the future;
the company has disposed of all trading stock, landed property and securities, if any;
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;
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;
there are no unanswered enquiries from IRD;
there are no unsettled objections or appeals in respect of assessments already raised.
Is there any validity period of a NNO for the purpose of delivering an application to the Companies Registry for the deregistration of the company?
Although there is no time limit specified in the law for the delivery of 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.
Can I disregard any outstanding tax liabilities which come to light after the receipt of a NNO?
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 section 751(2) and/or apply to court under sections 765 to 767 of the Companies Ordinance should there be any outstanding tax liabilities.
Does the company need to renew its business registration and pay the business registration fees and levies after it has already applied for deregistration?
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:
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
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.
Can a deregistered company transfer its landed property to the ex-shareholders and exempt from stamp duty as in the case of liquidation?
If an application for deregistration of a company is successful, the company is dissolved on deregistration. Where a company is dissolved, every property and right vested in or held on trust for the company immediately before the dissolution is vested in the Government as bona vacantia. Hence, there is no question of stamping an instrument for transfer of assets by a deregistered company.
If a company applies for deregistration and transfers its landed property to the shareholders before it is deregistered, will this transfer be exempt from stamp duty?
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.
If a company applies for deregistration, can it submit unaudited accounts to support its Profits Tax Return?
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.
If a company applies for deregistration, does it need to keep accounting records? If yes, how long does it keep?
Under section 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 7 years after the completion of the transactions to which they relate. This does not apply to a corporation which has been dissolved.
For a company which applies for deregistration, it still needs to comply with the requirements of section 51C of the Inland Revenue Ordinance before it is deregistered under the Companies Ordinance.
However, under section 758(1) of the Companies Ordinance, every person who was a director of the company immediately before the dissolution must ensure that the company's books and papers are kept for at least 6 years after the date of the dissolution. (For further explanation of the provisions of section 758(1) of the Companies Ordinance, please contact the Companies Registry.)
Whom should I contact if I need further information regarding the application?
You may contact our Deregistration Section at 2594 1788. Written enquiries can be sent to GPO Box 132 or via e-mail at firstname.lastname@example.org. 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.
The Department will not accept underpaid mail items. Please pay sufficient postage to ensure your mail items can duly reach us. (Details)