Request for a Notice of No Objection in respect of an application to deregister a company under section 291AA of the Companies Ordinance Section 88B of Inland Revenue Ordinance (Cap. 112) provides that on a request made by a person who is entitled to apply for the deregistration of a private company under section 291AA of the Companies Ordinance (Cap. 32), the Commissioner of Inland Revenue may issue a written notice stating that he has no objection to the company being deregistered.

Who can make the request a director or member of the company (with copy of authorisation letter) any person nominated by the company (with copy of nomination)

How to make the request Applicant is required to submit to the Commissioner of Inland Revenue a completed Application Form (IR 1263); and a fee of $270 which is non-refundable regardless of the result of the application.

Application may be made by post or in person. By Post The applicant may send the completed application form together with a cheque of $270 payable to "The Government of the Hong Kong Special Administrative Region" (Note : write the company's Business Registration Number and the contact telephone no. on the reverse side of the cheque) to the Commissioner of Inland Revenue, G.P.O. Box 132, Hong Kong. A receipted demand note will be issued within 14 days. In Person The applicant may submit the completed application form together with a cheque of $270 payable to "The Government of the Hong Kong Special Administrative Region" (Note : write the company's Business Registration Number and the contact telephone no. on the reverse side of the cheque) at the Receipt & Despatch Counter at 1/F, Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong. A receipted demand note will be issued within 14 days. If the applicant wishes to obtain a receipt as soon as possible, he / she must submit the completed application form to the Deregistration Section at 14/F Revenue Tower. A demand note will be issued on the next day for payment. The Department will start processing request only upon confirmation of receipt of the relevant fee. How to complete the Application Form - IR1263 You may download a specimen of the completed form IR1263 for reference.

Processing of the request

The normal processing time for the issue of a notification is within 21 working days from the date of lodgement of a valid application and the payment of the prescribed fee. The Commissioner of Inland Revenue will issue a notice of no objection to a company applying for deregistration if the company has no outstanding tax matters and liabilities. Otherwise, the Commissioner will issue a notification to the company stating the matters or liabilities that are outstanding. Upon clearance of all outstanding matters or liabilities, the applicant can re-submit the request by completing the lower portion of the notification. No further fee is payable on the re-submission.

Conditions for the issue of a Notice of No Objection

The Commissioner of Inland Revenue will issue a notice of no objection 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 which include Profits Tax, Property Tax, Stamp Duty, Business Registration fee, fines and penalties in connection thereof and court fees; the company has no outstanding obligations under the Inland Revenue Ordinance. These include submission of return(s) which has(have) been issued by the Inland Revenue Department, liability to notify the Commissioner of Inland Revenue 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 the Department; there are no unsettled objections or appeals in respect of assessments already raised.

If any of the above conditions is not satisfied, the Commissioner will not issue a notice of no objection. (Please refer to the Guidance for Completion of the Application Form and clear the outstanding matters.)

Application form

Application form IR 1263 can be obtained   on the First Floor of the Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong; or through the Fax-A-Form service (Telephone No. 2598 6001); or from the IRD Homepage on the Internet (Web site: www.ird.gov.hk)

Enquiries Further enquiries can be directed to our Deregistration Section at 2594 1788; or by post to GPO Box 132; or by e-mail to taxpf@ird.gov.hk . You may refer to our web page on Electronic Submission of Information for the prescribed format, manner and procedures for filing electronic documents when making enquiries via e-mail.