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Corporate Service - Hong Kong

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Hong Kong Company – Frequently Asked Questions regarding the Deregistration of a Hong Kong Incorporated Company

Answer
Q：
 How to deregister a Hong Kong company?
A：
 Once you have come to the conclusion that you no longer need your Hong Kong company and the company is a defunct solvent company, you can apply to the Hong Kong Companies Registry to deregister it officially.

The deregistration process starts with the application for a Notice of No Objection to a Company being Deregistered (NNO) from the tax authority (Inland Revenue Department). This is very similar to getting a tax clearance letter from the tax authority. Once the company receive the NNO, the company then files the application for deregistration with the Companies Registry together with the original copy of the NNO.

In most of the cases, a deregistration application will take around 6-8 months to process. A company is officially deregistered upon receipt of a confirmation letter from the Companies Registry.
Q：
 Why a Notice of No Objection to a Company being Deregistered (NNO) is required?
A：
A local private company or a local company limited by guarantee, other than those companies specified in section 749(2) of the Companies Ordinance, may apply for deregistration. However, the application must be accompanied by a NNO issued by Inland Revenue Department (IRD) under s. 88B of the Inland Revenue Ordinance (Cap. 112). The nature of the NNO is a clearance letter evidencing that the company, as of the date of issue of the letter, does not owe any money, such as outstanding business registration fee or tax or levy, to the IRD.
Q：
 Who can make the request for a NNO?
A：
 Anyone of below of the company can make the application:
  1. a director; or
  2. a member or nominated person of the company, with copy of authorisation 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 authorisation is not required unless requested by IRD.

Q：
 What documents should be submitted when making the application?
A： The followings must be submitted:
  1. a completed Application Form (IR1263); and
  2. a cheque in the amount of HK$270 for the application fee.

Your application will be rejected if:
  1. The Application Form is not properly-completed; or
  2. Your cheque is not properly-drawn or is dishonoured.

Q：
 When shall I expect to receive the result of the application?
A：
 Normally, NNO will be issued within 21 working days from the date of receiving the application and application fee. In practice, if there are any unsettled tax matters or liabilities, the Inland Revenue Department will issue a letter listing all outstanding issues for your settlement. Once those outstanding issues are fully settled, you can request IRD to reconsider to issue the NNO without paying application fee again.
Q：
 What are the conditions to be considered for the issue of a NNO?
A：
 A NNO will be issued if:
  1. The company has never commenced operation, or has already ceased business;
  2. The company will not start/resume business in the future;
  3. The company has disposed of all trading stock, landed property and securities, if any;
  4. 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;
  5. 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 commissioner in writing that the company is chargeable to tax for any year of assessment in which a return has not been received;
  6. There are no unanswered enquiries from IRD;
  7. There are no unsettled objections or appeals in respect of assessments already raised.

Q：
 If a defunct solvent company applies for deregistration, can it submit unaudited accounts to supports its Profits Tax Return?
A：
 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.
Q：
 If a defunct solvent company applies for deregistration, does it need to keep accounting records? If yes, how long does it keep?
A：
 Under s. 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 seven years after the completion of the transactions to which they relate. This does not apply to a corporation which has been dissolved.

For a defunct solvent company which applies for deregistration, it still needs to comply with the requirements of s. 51C of the Inland Revenue Ordinance before it is deregistered under the Companies Ordinance.

However, under s. 758 of the Companies Ordinance a person who was a director of a company immediately before its dissolution must ensure that all the books and papers of the company are kept for not less than 6 years after the dissolution.
Q：
 My Hong Kong company is in the process of deregistration. However, it turns out now that I have some other business opportunity and I decide not to deregister it. Is it possible to stop the deregistration process? If yes, how could I do it?
A：
 In this case, you can file a letter to the Companies Registry and IRD to terminate the deregistration process.
Q：
 My Hong Kong company was deregistered a few months ago and I recently realised that the company still had a bank account/substantial amount of rental deposit to be refunded by the landlord and the bank/landlord would only refund the deposit by check to my Hong Kong company. What could I do?
A：
 You could apply to restore the company by court order, then set up a bank account for the cheque deposit. Afterward, the company can apply to deregister the company again.

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