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How to Apply for a Notice of No Objection to a Company / Limited Partnership Fund (LPF) Being Deregistered


Request for a Notice of No Objection in respect of an application to deregister a company / an LPF under section 750 of the Companies Ordinance (Cap. 622) / section 68 of the Limited Partnership Fund Ordinance (Cap. 637)

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 company under section 750 of the Companies Ordinance or an LPF under section 68 of the Limited Partnership Fund Ordinance, the Commissioner of Inland Revenue may issue a written notice stating that he has no objection to the company / LPF being deregistered.


Who can make the request 

For deregistration of a company

  • a director of the company
  • a member of the company or any person nominated by the company (with a copy of authorization letter signed by a director of the company)

For deregistration of an LPF

  • a general partner in the LPF
  • an authorized representative of the LPF appointed under the Limited Partnership Fund Ordinance

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How to make the request 

Applicant is required to submit to the Commissioner of Inland Revenue

  • a completed Application Form (IR1263); 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 / LPF's Business Registration Number and the contact telephone number 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.

The Department will not accept underpaid mail items. Please pay sufficient postage to ensure your mail items can duly reach us. (Details)

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 / LPF's Business Registration Number and the contact telephone number 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 or she must submit the completed Application Form to the Deregistration Section at 11/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 application fee.

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How to complete the Application Form - IR1263 

You may download a specimen of the completed form IR1263 for reference.

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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 application fee.

The Commissioner of Inland Revenue will issue a notice of no objection to a company / an LPF applying for deregistration if the company / LPF has no outstanding tax matters and liabilities.  Otherwise, the Commissioner will issue a notification to the company / LPF 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.

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Conditions for the issue of a Notice of No Objection 

The Commissioner of Inland Revenue will issue a notice of no objection to the company / LPF 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 which include Profits Tax, Property Tax, Stamp Duty, Business Registration fee, fines and penalties in connection thereof and court fees;
  • the company / LPF 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 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 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.)

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Application form 

Application form IR1263 can be obtained
 

  • on the 1/F of the Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong;
  • through the Fax-A-Form service (Telephone No. 2598 6001); or
  • from the IRD Homepage on the Internet (Web site: www.ird.gov.hk) or click here for IR1263.