Request for a Notice of No Objection (NNO) to a Company / Limited Partnership Fund (LPF) 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. [Prior to 3 March 2014, the application is not applicable to a company limited by guarantee.]
With effect from 31 August 2020, an LPF may apply to the Companies Registry under section 68 of the Limited Partnership Fund Ordinance (Cap. 637) for deregistration.
Any of these applications must be accompanied by a NNO issued by IRD under section 88B of the Inland Revenue Ordinance (Cap. 112).
Who can make the request for a NNO for a company?
- A director of a company
- A member or nominated person of the company, with a copy of authorization letter signed by a director of the company. 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.
Who can make the request for a NNO for an LPF?
- A general partner in an LPF
- An authorized representative of the LPF appointed under the Limited Partnership Fund Ordinance
Where can I get the Application Form (IR1263)?
What documents should be submitted when making the application?
- A properly-completed Application Form (IR1263) together with the appropriate supporting documents. For company, refer to Q2 and paragraph (1)(b) of the Notes and Instructions for Form 1263 ( https://www.ird.gov.hk/eng/pdf/ir1263a.pdf ). For LPF, refer to paragraph (2)(d) of the Notes and Instructions; and
- A crossed cheque, draft or cashier order in the amount of $270 for the application fee. (Refer to Q7. If payment by cash is preferred by the applicant, refer to Q12.)
Your application will be rejected if:
- the Application Form is not properly-completed; or
- the required supporting document is not provided; or
- your cheque is not properly-drawn or is dishonoured.
Whom should I contact if I have difficulties in filling in the Application Form?
You may phone our Deregistration Section at 2594 1788 for enquiries.
How should I draw the cheque?
- 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.
- The Company / LPF´s Business Registration Number and the contact telephone number should be written on the back of the cheque, draft or cashier order.
Can I get a refund of the application fee if my application is unsuccessful?
No. The fee is non-refundable regardless of the result of the application.
How should I submit the application?
- By post: addressed to the Commissioner of Inland Revenue at G.P.O. Box 132, Hong Kong
- In person to the Receipt & Despatch Counter at 1/F, Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong.
The Department will not accept underpaid mail items. Please pay sufficient postage to ensure your mail items can duly reach us. (Details)
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.
Can I get an acknowledgement of receipt in person so as to ensure that my application has been received?
Yes, but in that case you should follow the following steps in submitting your application:
- submit your Application Form in person to the Deregistration Section on 11/F of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong;
- obtain a demand note for the application fee next day;
- make payment at any post office, convenience store or via various online means; and
- get your receipted demand note or e-payment confirmation back as an acknowledgement of receipt.
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 / LPF has never commenced operation, or has already ceased business;
- the company / LPF will not start/resume business in the future;
- the company / LPF has disposed of all trading stock, landed property and securities, if any;
- the company / LPF has no outstanding tax liabilities (including those owed by the company / LPF 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 / LPF 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 / LPF 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.
What should I do if I wish to pursue my application after receiving a Notice of Objection?
- approach the relevant assessors to clear all outstanding matters or liabilities as specified in the Notice of Objection; and
- re-submit your application by completing the lower portion of the Notice of Objection and returning the Notice intact to IRD.
Do I need to pay fresh application fee for my re-submission of the application?
Is there any time limit for the re-submission?
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 / LPF?
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 or obligations which come to light after the receipt of a NNO?
No. You should clear all tax liabilities or obligations even if they come to light after the issue of a NNO. Should there be further information indicating that you have outstanding tax liabilities or obligations, IRD reserves the right to raise an objection against your deregistration and/or to apply to the court for restoration to the Companies Register under the following provisions where appropriate:
- section 751(2) and/or sections 765 to 767 of the Companies Ordinance (Cap. 622)
- section 69(2) of the Limited Partnership Fund Ordinance (Cap. 637)
If the company has never applied for business registration, would the application for a NNO be accepted?
The application would be rejected. The company has to apply for business registration and pay all business registration fees payable before application.
A company incorporated under the Companies Ordinance / a limited partnership fund registered under the Limited Partnership Fund 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 / Limited Partnership Fund 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||Must Pay|
|Falls on or after the date of receipt of application for NNO by IRD||
Temporarily not required to pay.
However, if the fund continues in existence in the form of a partnership after the deregistration and carries on business in Hong Kong, the registration fees and levies will not be held over.
If the Company´s / the Limited Partnership Fund´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 / the Limited Partnership Fund 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 or an LPF applies for deregistration, can it submit unaudited accounts to support its Profits Tax Return?
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.
The LPF also has to submit audited accounts to support its Profits Tax Return.
If a company or an LPF 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 or an LPF 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 or the Limited Partnership Fund 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. Similarly under section 72(1) of the Limited Partnership Fund Ordinance, the former general partner or the former investment manager of the LPF must ensure that its records have to be 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 and section 72(1) of the Limited Partnership Fund Ordinance, please contact the Companies Registry.)
Whom should I contact if I need further information regarding the application?
Further enquiries can be directed to our Deregistration Section
- at 2594 1788; or
- by post to GPO Box 132. The Department will not accept underpaid mail items. Please pay sufficient postage to ensure your mail items can duly reach us; (Details) or
- by e-mail to [email protected] . 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.