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

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).

• 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.

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

The form can be obtained

• On G/F of the Inland Revenue Centre, 5 Concorde Road, Kai Tak, Kowloon, Hong Kong
• Through the Fax-A-Form service (Telephone No. 2598 6001)
• From IRD Homepage on the Internet Web site: www.ird.gov.hk or click here for IR1263

• 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.

You may phone our Deregistration Section at 2594 1788 for enquiries.

• 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.

No. The fee is non-refundable regardless of the result of 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 G/F, Inland Revenue Centre, 5 Concorde Road, Kai Tak, Kowloon, Hong Kong.

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

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.

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.

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 14/F of Inland Revenue Centre, 5 Concorde Road, Kai Tak, Kowloon, 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.

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.

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.

You should:

• 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.

No.

No.

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.

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.

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)

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:

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.

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.

No.

Every company incorporated in Hong Kong under the Companies Ordinance (Cap. 622) has to submit audited financial statements to support its Profits Tax Return unless it is a dormant company under section 5 of the Companies Ordinance. Please refer to Q6 of FAQ on Completion of Profits Tax Returns [BIR51 & BIR52] for further details.

An LPF registered under the Limited Partnership Fund Ordinance (Cap. 637) is required to appoint an auditor to carry out the audits of the financial statements of the fund annually. Thus, the LPF has to submit audited financial statements to support its Profits Tax Return.

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.) 

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 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.