How do I make a Hong Kong company dormant? (Steps under s.5)

Steps under s.5 of the Companies Ordinance

1. Confirm eligibility. It must be a private company that is not a bank, insurer, SFC-licensed corporation, associated entity of one, approved MPF trustee, a company with such a subsidiary, or a company that was one of these in the previous five years.
2. Make sure there are no accounting transactions to come. A dormant company that records a transaction (other than paying a legally required fee) loses dormancy.
3. Pass a special resolution declaring that the company will become dormant from (a) the date of delivery to the Registrar or (b) a later date named in it, and authorising the directors to deliver it. A special resolution needs at least 75% of the votes cast.
4. Deliver the resolution to the Registrar for registration.

About forms There is no numbered form for dormancy. The Companies Registry's FAQ says the company delivers the special resolution itself and publishes two specimen resolutions, A1 and A2, for declaring dormancy. Form NDR1 is the deregistration application, a different process (see the answer on dormancy versus deregistration).

Before filing, tell the other regulators Dormancy under the Companies Ordinance does not cancel business registration or tax filing automatically. IRD says that a company that has delivered the s.5 resolution is exempt from audited accounts, and accepts the profits tax return without the supporting documents. It does not treat the return duty as cancelled; see the answer on dormant companies and the profits tax return.

Take advice if there are unpaid liabilities, since directors and certain members become personally liable if the company later transacts.