In this course · 4 of 5
Course 3
Skip the audit when dormant
5 lessons · 7 min
- 1What is the dormant company audit exemption in Hong Kong?
- 2How do I make a Hong Kong company dormant? (Steps under s.5)
- 3What ends a Hong Kong company's dormant status, and what are the risks?
- 4Does a dormant Hong Kong company still have to file a profits tax return?
- 5Should I make my company dormant or deregister it (NDR1)?

The short answer
Yes, if the Inland Revenue Department issues a profits tax return, a dormant Hong Kong company must still file it. Dormancy only removes the audited accounts requirement; IRD accepts the return without the audited statements.
What IRD says
- A private company that has delivered the s.5 dormancy special resolution to the Registrar is exempt from audited financial statements under s.447, and IRD will accept its profits tax return without the supporting audited statements.
- The circular to tax representatives lists dormant companies as an exception to the rule that audited financial statements go with the return.
- IRD's FAQ also states that an I.R.C.1812 letter (which excuses a temporary filing) does not remove the duty to prepare audited accounts each year under the Companies Ordinance. In other words, tax-side dormancy and company-law dormancy are separate.
What to do
- Keep the s.5 filing record and show it if IRD queries the missing audit.
- On the return, if there was no business activity in the basis period, the notes direct you to enter industry code 000000.
- Do not assume that being dormant removes the return. Answer notices from IRD or tell them in writing.
Limit of this answer How IRD treats business registration, returns after a long period of inactivity, and cessation is a tax matter. Ask IRD or a tax representative if you want to formally report a cessation of business.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), s.5 (dormant companies)
- Companies Ordinance (Cap. 622), s.447 (dormant companies)
- Inland Revenue Ordinance (Cap. 112), s.51 (profits tax returns)
Official sources
- Companies Ordinance (Cap. 622), s.5 – e-Legislation
- Companies Ordinance (Cap. 622), s.447 – e-Legislation
- Inland Revenue Ordinance (Cap. 112), s.51 – e-Legislation
- IRD circular letter on the Block Extension Scheme for 2025/26 tax returns
- IRD – FAQ on completion of Profits Tax Returns (BIR51 & BIR52)
- IRD – Notes and instructions for Form BIR51
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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