How do I declare a Hong Kong company dormant, and what does it exempt me from?
A qualifying private company can pass a special resolution declaring itself dormant and deliver it to the Companies Registry. While dormant it is exempt from filing an annual return and from several other duties. It stops being dormant if it enters an accounting transaction or delivers a resolution to resume.
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, as described in other sections.
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. Seek advice on whether a given transaction counts.
Legal basis
- Companies Ordinance (Cap. 622), s.5
- Companies Ordinance (Cap. 622), s.447
- Companies Ordinance (Cap. 622), s.611
- Companies Ordinance (Cap. 622), s.663
Sources
Applies to 2026 · Last reviewed 29 October 2026
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.
Related questions
- What duties still apply to a dormant company in Hong Kong?A dormant company must still report changes in its registered office, directors and company secretaries, keep its registers, and renew its business registration certificate. It is exempt only from specified duties such as the annual return, the AGM, and, under s.447, audit and certain accounting requirements.
- What are the business registration fee and levy in Hong Kong now?For certificates starting from 1 April 2026 to 31 March 2027, a one-year business registration certificate costs HK$2,350 (HK$2,200 fee plus HK$150 levy) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). A branch certificate costs HK$230 for one year.
- How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
- How do I change my Hong Kong company name, and what does it cost?Pass a special resolution of the members to adopt the new name, then deliver the notice and resolution to the Companies Registry, which charges HK$295. The change takes effect when the Registrar issues a certificate of change of name. Update contracts, bank accounts and letterheads afterwards.
- How do I amend my company's articles of association in Hong Kong?Members pass a special resolution to change the articles. The company then delivers a copy of the resolution and the amended articles to the Companies Registry, generally within 15 days. Some changes, such as to a clause entrenched in the articles, can need extra steps.