How to Make a Hong Kong Company Dormant and What It Exempts

How to declare

• Only a private company can declare itself dormant, under s.5 of Cap. 622; certain private companies listed in s.5(7) cannot.
• Pass a special resolution (the Registry publishes specimen forms A1 for written resolutions signed by all members, and A2 for general meetings) and deliver it to the Registrar.
• Dormancy begins on the delivery date or on a later date stated in the resolution.

What dormant means The company has no "accounting transactions", meaning items that must be entered in its accounting records. Paying a fee the company is legally required to pay under an Ordinance does not count.

What it exempts you from

• The annual return (NAR1). One exception: if dormancy begins after the 42nd day following the incorporation anniversary, the return for that year is still due.
• The AGM (s.611).
• Audit and some accounting duties under s.447.

Stopping dormancy It ends when the company enters an accounting transaction, or when it delivers a special resolution (forms B1 or B2) saying it intends to do so. The annual return duty then returns.

Take care Even small spending or receipts can end dormancy. Ask a solicitor or CPA whether a given transaction counts.