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.
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.
- A company that stops being dormant must file an annual return for the year if the end of dormancy falls on or before the 42nd day after its incorporation anniversary.
- 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 the closing-down answers).
Legal basis
- 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
- 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.
- 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.