Dormant Company in Hong Kong: What Still Needs Filing

Making a Hong Kong company dormant removes less paperwork than most owners expect. The annual return goes, and so does the audit. The company secretary, the registered office, the Business Registration (the certificate every Hong Kong company holds from the IRD) and the Profits Tax Return all stay.

That sounds odd for a status whose whole point is doing nothing. But the questions owners ask us are practical ones: will the IRD keep sending tax returns, and who signs off the accounts if nobody is trading? The assumption we hear most often is that dormant means no obligations and lower fees.

It doesn't. Get that wrong and a company you parked to save money starts collecting penalties instead.

This guide explains what the rules require, but it can’t tell you whether your own company qualifies, which is a question for your accountant or company secretary.

It is based on research conducted in October 2026 using the Companies Registry's dormant company FAQ, the Inland Revenue Department's (IRD) Profits Tax Return FAQ and the Companies Ordinance (Cap. 622), alongside the questions our accounting team handles from owners weighing up dormancy.

What Is a Dormant Company in Hong Kong?

A dormant company in Hong Kong is a private company that has passed a special resolution (a formal decision of the company's members, which needs a larger majority than an ordinary resolution) declaring itself dormant and delivered it to the Registrar of Companies under section 5 of the Companies Ordinance. Dormancy is a registered status, not a description of how busy the company is.

That distinction catches out a lot of owners. A company can have no customers and no revenue and still be an active company with every normal filing obligation, only because it never delivered the resolution. Our accounting team checks which of the two applies before answering any dormancy question, because "dormant status" and "active, but not doing anything" carry different obligations.

The status depends on the company having no accounting transactions. Section 2 of the Companies Ordinance defines an accounting transaction as one that section 373 requires to be entered in the company's accounting records. Payments of fees the company must pay under an Ordinance, such as government filing fees, are excluded.

Where the line falls for anything else is a judgment call. The Companies Registry's dormant company FAQ advises owners to seek independent professional advice on whether a particular transaction counts. This guide explains what the rules require; it can't tell you whether your own company qualifies, which is a question for your accountant or company secretary.

How a Company Becomes Dormant

A private company becomes dormant by passing a special resolution and delivering it to the Registrar of Companies. The Registry's FAQ points to its specimen resolutions (A1 or A2) as the format to follow.

1. Pass the special resolution. The members resolve that the company is to be dormant, either from the date the resolution is delivered or from a later date the resolution states.
2. Deliver it to the Registrar. Dormancy starts on the delivery date, or on the later date written into the resolution.
3. Check whether one last annual return is due. The exemption isn't backdated. If the dormancy date falls after the 42nd day following your company's incorporation anniversary, the rules still require an annual return for that year.

Dormancy also doesn't clear anything already outstanding. Annual returns, Profits Tax Returns and audits for periods before the dormancy date still need to be completed, so bring those up to date first.

Choosing the effective date is the decision that matters most here. A date just before the annual return deadline can save one filing, while a date just after it means filing once more before the exemption applies.

Dormant vs Active Company: What Changes

Dormancy removes two obligations and leaves the rest in place. The table compares a dormant private company with an active one.

In money terms, the saving is the annual return fee and the audit fee. The company secretary, the registered address, the Business Registration fee and the tax return work keep costing money every year the company stays dormant.

What a Dormant Company Still Has to Report

A dormant company still reports any change to its officers and its registered office, keeps its Business Registration current and files any Profits Tax Return the IRD issues. These are the obligations owners most often assume have stopped.

Changes to Directors, Company Secretary and Registered Office

The Companies Ordinance exempts a dormant company from some of its requirements (section 447), but the Registry's FAQ is explicit that the duty to report changes in the registered office, directors and company secretary is not one of them.

The deadlines are the same as for an active company. The Companies Registry's director and company secretary FAQ sets 15 days for Form ND2A (an appointment or resignation) and 15 days for Form ND2B (a change in particulars).

The same FAQ confirms that a private company must have at least one director who is a natural person and one company secretary. If you need a refresher on that role, our guide on what a company secretary does in Hong Kong covers it.

Business Registration

The IRD's Business Registration Office requires every company incorporated in Hong Kong to register, "regardless of whether it is actually carrying on any business in Hong Kong", according to its guidance on which businesses must register. Dormancy doesn't change that, so you still need to keep renewing your Business Registration when it expires.

Profits Tax Return

Dormancy is registered with the Companies Registry, and the IRD's own guidance assumes dormant companies keep filing tax returns. Its Profits Tax Return FAQ states that the department "is prepared to accept Profits Tax Returns filed by dormant companies" without audited financial statements, because a company that has delivered a section 5 resolution is exempt from preparing them.

So the return still arrives, and the rules still require it to be completed and filed by the deadline printed on it. What changes is the paperwork behind it: no audited accounts, but the return itself still needs filling in correctly. Our Profits Tax Return guide walks through the form.

The IRD sometimes sends a letter (form I.R.C. 1812) that temporarily excuses a company from filing annual Profits Tax Returns. The IRD's FAQ notes that this letter doesn't release the company from other statutory requirements. Unless one of those letters arrives, plan on a return every year.

What Ends Dormancy

Dormancy ends in one of two ways: the company delivers a special resolution saying it intends to enter into an accounting transaction, or it actually enters into one. Whichever happens first ends the status.

The second route is the one that causes problems. The Registry's FAQ says the annual return exemption stops applying from the date of the transaction, so a company can lose its dormant status without anyone filing anything. Owners usually find out a year later, when an annual return they assumed they didn't owe turns out to be overdue.

If you're unsure whether a payment in or out of the company would count, the Registry's advice is to get independent professional advice. Get it before the money moves, not after.

How to Restart a Dormant Company

To restart a dormant company, deliver a special resolution to the Registrar stating that the company intends to enter into an accounting transaction. The Registry's FAQ refers to its specimens B1 or B2. Dormancy ends on the date the resolution is delivered.

Do it before the first invoice or supplier payment, not afterwards. Restarting on paper first keeps the company's filing record clean.

Once the company is active again, the normal obligations come back. The rules require an annual return for the year the company ceases to be dormant if the effective date falls on or before the 42nd day after the incorporation anniversary. That test runs the opposite way to the one for becoming dormant: restart early in the company’s year and you file for that year, and go dormant late in the year and you file for that year too. Our annual return filing guide explains the form and fees.

The company also needs to keep proper accounting records again from its first transaction, which means its next financial statements will need an audit. Speak to your accountant about the first financial year after restarting before you start trading.

Most companies that restart also need somewhere to receive and send money. You can apply for a Statrys business account online, and 96% of clients opened their accounts within 3 business days. Over 10,000 clients already use one.

Dormant or Deregistered: Which One Fits

Dormancy suits an owner who expects to use the company again and wants to keep the company and its filing history intact in the meantime. Deregistration suits an owner who doesn't.

The difference shows up in the running costs. A dormant company still pays for a company secretary, a registered address, a Business Registration and a Profits Tax Return every year. A deregistered company stops existing, and those costs stop with it.

In our experience, many owners who start by asking about dormancy choose deregistration once they add up what dormancy still costs. If you're unlikely to restart within a year or two, read our guide to deregistering or striking off a Hong Kong company before you file a dormancy resolution.

What It Costs to Keep a Dormant Company Running

A dormant company's yearly costs come from the obligations it keeps: a company secretary, a registered office, a Business Registration and someone to prepare and file the Profits Tax Return.

With Statrys, company secretarial services cost HKD 5,000 for the first year, covering the company secretary role, a registered address with mail scanning, Business Registration renewal with government fees included, and annual return filing in any year one is due. For the tax side, Statrys accounting services in Hong Kong start from HKD 891.67 a month on the plan for 0 to 2 monthly transactions.

Having the company secretary and the accountant on one platform matters more for a dormant company than for an active one. Nobody is looking at the company day to day, so a reminder that falls between two providers is easy to miss.