Q:
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Conditions for the deregistration of the Company:
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A:
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Only a private company and a company limited by guarantee may apply for deregistration under Division 2 of Part 15 of the new CO;
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The company has never commenced operation, or has already ceased business;
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All the members of the company have agreed with the deregistration;
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The company has no outstanding debts;
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The company has no outstanding tax liabilities including tax fees, business registration fee, fines and penalties and court fees.
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The company has disposed all the inventory, landed property and securities;
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The company has no outstanding obligations of the submission of profits tax returns and unanswered queries received from the Inland Revenue Department (“IRD”);
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There are no unsettled objections or appeals in respect of assessments already raised.
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Q:
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What is the process of company deregistration?
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A:
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Application for deregistration by submitting the completion information to the IRD;
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After receiving the cancellation application, the Inland Revenue Department will check whether the company has filed its tax return. If there is any unpaid tax or business registration fee, it will ask for supplementary payment. A return will be issued if necessary. If there is no outstanding tax liabilities, a “Notice of No Objection” will be issued one month later.
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Submit NDR1 and the Notice of No Objection to the Companies Registry (“CR”);
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Notice of cancellation will be issued and gazetted in about two months;
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The cancellation notice shall be issued 90 days after there is no objection.
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Q:
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The payment of Annual Renewal fee during the deregistration process：
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A:
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The application of deregistration should be submitted before the annual renewal date. General proposal is 1 month in advance. Otherwise, the company need to pay 1 more year annual renewal fee.
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Q:
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Does the company need to submit an audit report for cancellation？
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A:
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If the company has never commenced operation, or has already ceased business, no need to prepare audit report. On the contrary, it shall submit an audit report and the year ended date should within 6 months prior to the date of cancellation.
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Q:
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How to handle the tax when the company is cancelling?
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A:
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If you receive a tax return from the IRD, you should file the tax return and submit an audit report as soon as possible within the time limit;
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If you receive the tax demand, you should pay the tax as soon as possible within the prescribed time limit;
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In case of overpayment of tax, the IRD will issue a tax refund check which can only be entered in the bank account of the cancelled company.
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FAQ
