Hong Kong Dormant Company: What Duties Still Apply?

Still required

• Report changes in registered office, directors, company secretaries and their particulars to the Registry (NR1, ND2A, ND2B) within the usual 15 days. The exemption in s.447 does not cover these.
• Keep the registers and records, including the significant controllers register.
• Keep a registered office in Hong Kong and a company secretary.
• Renew the business registration certificate each year or for three years; the IRD requires it for companies, dormant or not.

Exempt while dormant

• Annual return (with the exception for the year dormancy starts after the 42nd day following the anniversary).
• AGM.
• Audit and some accounting duties under s.447.

Common traps

• Any accounting transaction, such as receiving a loan or paying a bill beyond statutory fees, ends dormancy for that company from that date.
• If dormancy ends on or before the 42nd day after the incorporation anniversary, the company must file the annual return for that year.
• Keeping a company dormant is not free: the business registration fee and levy still apply.

Alternative If the company will never be used again, compare dormancy with deregistration (see how to deregister a defunct Hong Kong company).