Form IR1263 Request for a Notice of No Objection to Deregistration

Form IR1263 Request for a Notice of No Objection to Deregistration

Form IR1263 is the application for tax clearance. A company files it with the Inland Revenue Department before applying to the Companies Registry for deregistration. The Companies Registry will not process an application to strike a company off the register without this notice. The IRD uses the form to confirm the company has no outstanding tax liabilities and has met all its filing obligations.

The Tax Clearance Requirement Before Deregistration

A company cannot be deregistered under section 750 of the Companies Ordinance (Cap. 622) unless the Registrar of Companies receives a notice of no objection from the Inland Revenue Department. The IRD issues this notice only when it is satisfied the company has no outstanding tax matters. This is the tax clearance process for company deregistration.

The IRD will check the following before issuing the notice:

• All profits tax returns have been filed up to the date of cessation of business.
• Any final tax return for the period ending on the cessation date has been submitted.
• All outstanding tax liabilities, including profits tax, have been paid.
• The business registration certificate has been cancelled or is no longer required.
• No other tax matters, such as property tax or salaries tax obligations, remain unresolved.

How to Complete Form IR1263

Form IR1263 requires the company to state its tax position. The key sections include:

• Company particulars: The full name, business registration number, and company registration number.
• Cessation of business date: The date on which the company ceased to carry on business. State that the company has never traded if applicable.
• Tax return status: Whether all outstanding profits tax returns have been filed. File them before submitting Form IR1263 if they are not.
• Outstanding tax liabilities: A declaration that there is no unpaid tax, or details of any amounts still due.
• Business registration certificate: Confirmation that the certificate has been surrendered or that the company is exempt from holding one.

A director or the company secretary must sign the form. The IRD may request additional supporting documents, such as a final audited financial statement covering the period up to the cessation date.

When to File Form IR1263

File Form IR1263 only after the company has:

1. Ceased all business operations.
2. Filed all outstanding profits tax returns, including the final return for the assessment year in which the business ceased.
3. Paid all tax liabilities, including any provisional tax.
4. Cancelled its business registration certificate with the .

The IRD will reject the application or request further information if the form is filed before these steps are complete. The IRD aims to process Form IR1263 within three to four weeks, but the timeline can extend if the company's tax affairs are complex.

The IRD No Objection Letter HK

Once the IRD is satisfied, it issues a notice of no objection. This letter confirms the IRD has no objection to the company being deregistered. The company must then submit this letter, together with Form NDR1, to the Companies Registry.

The notice of no objection is valid for three months from the date of issue. The notice expires and the company must file a fresh Form IR1263 if it does not apply for deregistration within that period.

Form IR1263 Company Closing Procedure

The full procedure for closing a company using Form IR1263 follows these steps:

1. Cease business operations: Notify the IRD of the cessation using Form IRC3113.
2. Cancel the business registration certificate: Surrender the certificate to the .
3. File final tax returns: Submit the final profits tax return for the period up to the cessation date.
4. Settle all tax liabilities: Pay any outstanding tax, including final tax and provisional tax.
5. Submit Form IR1263: File the request for a notice of no objection.
6. Receive the notice: The IRD issues the notice of no objection.
7. File Form NDR1: Submit the deregistration application to the Companies Registry, attaching the notice of no objection.
8. Gazette notice: The Companies Registry publishes a notice in the Gazette. If no objections are received within three months, the company is struck off.

Outstanding Tax Liabilities and the Final Tax Return

The IRD will not issue a notice of no objection if the company has any unpaid tax. This includes:

• Profits tax for any open assessment year.
• Provisional tax for the current year.
• Penalties or interest for late filing or late payment.
• Any tax arising from a reopened assessment.

The final tax return is the last profits tax return the company files. It covers the period from the end of the last accounting period to the date of cessation. The company must include a tax computation showing the assessable profits or adjusted loss for that period. A nil return must still be filed if the company has no income.

Tax Representative and the Application

A company may appoint a tax representative to handle the Form IR1263 application. The tax representative is usually a certified public accountant or a tax adviser. The IRD communicates with the tax representative directly, which can speed up the process if the company's tax affairs are straightforward.

The tax representative must hold a valid authorisation from the company. The IRD provides a standard authorisation form for this purpose.

Deregistration No Objection Hong Kong: Key Points

• The notice of no objection is a prerequisite for deregistration under the Companies Ordinance.
• The IRD will not issue the notice if the company has outstanding tax liabilities or unfiled returns.
• The notice is valid for three months only.
• The company must cancel its business registration certificate before applying.
• The final tax return must cover the period up to the cessation date.

Company Deregistration Tax Clearance: What the IRD Checks

The IRD conducts a thorough review of the company's tax position before issuing the notice. This includes:

• Checking that all profits tax returns have been filed for all assessment years.
• Verifying that the business registration certificate has been cancelled.
• Confirming that no tax demands remain unpaid.
• Reviewing any correspondence or objections related to the company's tax affairs.

If the IRD identifies any issue, it will write to the company or its tax representative explaining what must be resolved before the notice can be issued.

IR1263 Application Guide

Follow these steps when preparing the Form IR1263 application to avoid delays:

1. Gather all tax return filing records for the past seven years.
2. Confirm the cessation date and ensure it is consistent with the notice filed with the IRD.
3. Prepare the final tax return and tax computation.
4. Pay all outstanding tax, including any provisional tax.
5. Cancel the business registration certificate.
6. Complete Form IR1263 accurately.
7. Submit the form to the IRD by post or through the Business Tax Portal.
8. Keep a copy of the form and any supporting documents.

The IRD may request a copy of the final audited financial statements. A declaration to that effect may suffice if the company is dormant and has never traded.

Striking Off and Deregistration

After the Companies Registry receives the notice of no objection and Form NDR1, it publishes a notice in the Gazette. The company is struck off the register three months after the Gazette notice, provided no objections are received. Deregistration is effective from the date of the Gazette notice.

The company must not carry on any business after the cessation date. The IRD may refuse to issue the notice of no objection if it does, and the company will have to restart the process.

Cessation of Business and Unpaid Tax

The IRD will reject the application if the company has unpaid tax at the time of filing Form IR1263. The company must settle all tax liabilities before reapplying. The IRD may also impose penalties for late payment or late filing, which must be paid before the notice can be issued.

The company should also check that it has no outstanding obligations under the Business Registration Ordinance (Cap. 310). The IRD will not issue the notice if the business registration certificate has not been cancelled.