Call Us +852 3956 3112 WhatsApp Us (+852) 9654 5078

How to Handle A Hong Kong Dormant Company?

By FastLane Team, April 28, 2020 (10 mins)

Oftentimes, one will incorporate a company in Hong Kong with the intention of conducting business but end up not doing so, their Hong Kong company becomes unused. As a result of inactivity, their company can enter a dormant state. While they are an incredibly common occurrence in Hong Kong, many individuals are not aware of the responsibilities they have in managing them. In this article, we look to provide insight towards what dormant companies are, how one can be managed and the rules surrounding them.


In This Article You Will Learn

1. What a dormant company is

2. How to declare dormancy for a Hong Kong company

3. What are the obligations surrounding managing a dormant company

4. How to cease dormant status

5. What companies are not allowed to claim dormant status

1. What is a dormant company?

It is a company that does not have any accounting or financial transactions – excluding transactions that arise from the payment of any fees that the Hong Kong company is obligated to pay under a Hong Kong ordinance. For instance, annual business registration fees are still required to be paid.


They are not to be confused with non-trading companies. Non-trading companies will not have any business activities but will still have financial transactions.

2. How to declare a dormant status

To declare a dormant status, a private Hong Kong company should pass and deliver to the Registrar of Companies a special resolution declaring that the company will become dormant.


Upon passing special resolution declaring dormancy, the company will become dormant from:


  • The date of delivery of the special resolution to the Registrar of Companies; or
  • Any later date that is specified in the special resolution

There are no rules that dictate how long a dormant can stay inactive for.

3. Obligations for managing a dormant company

Companies with a dormant status are still obligated to comply with many of the regulations governing Hong Kong companies. 


  • Maintain 1 director, 1 shareholder, a company secretary and a registered office;
  • Report any changes of the officers or registered office to the Registrar of Companies
  • Renew its business registration certificate 
  • Pay annual business registration fees to the Hong Kong Government; and
  • File Profits Tax Returns as they are issued


However, they also are exempted from complying with many obligations that Hong Kong companies face, specifically:


4. Cessation of a dormant status

To cease a dormant status, the company must pass a special resolution declaring the intention to enter into an accounting transaction. The special resolution must then be delivered to the Registrar of Companies.


A company will then cease to be dormant when:


  • A special resolution declaring the company intends to enter into an accounting transaction is delivered to the Registrar of Companies for registration; or
  • If there is an accounting transaction in relation to the company.

5. What companies are not allowed to claim dormant status

Any company, or subsidiary of that company, cannot claim a dormant status in Hong Kong if they are:


  • A financial institution as per the Banking Ordinance
  • An insurer as per the Insurance Companies Ordinance
  • A corporation licensed under the Securities and Futures Ordinance
  • A Hong Kong company or a registered non-Hong Kong company which
    • Is in a controlling entity relationship with a company which is an intermediary; or
    • Receives or holds in Hong Kong client assets of the intermediary as defined in the Securities Futures Ordinance
  • A Mandatory Provident Fund (“MPF”) Schemes Ordinance trustee
  • A company which falls into any of the above categories during the preceding five years.


The FastLane Group is a licensed Hong Kong company secretary. We understand the statutory obligations that govern how Hong Kong companies can act and operate. We have assisted our clients in respect to all matters of a Hong Kong company – from their incorporation to their dissolution. Please contact the FastLane Group for your enquiries regarding how we can help you manage a company.

Related Articles

Top 3 tips of having a holding company in Hong Kong for China business
Company Incorporation, Corporate Services

Top 3 tips of having a holding company in Hong Kong for China business

To strengthen the corporate structure, companies will try to register a company in other territories. Singapore, the Neverlands, and Hong Kong have always been business’ popular choices. Because of Hong Kong's unique characteristics and advantages, Chinese businesses are always considering building a holding company in Hong Kong. This article will look into the benefits of having a Hong Kong company as your Special Purpose Vehicle (SPV) or holding company. 
By FastLane Team, August 10, 2021 (5 mins)
Airwallex and Xero Integration – A Perfect Match to Help Entrepreneurs and SMEs
Company Incorporation, Corporate Services

Airwallex and Xero Integration – A Perfect Match to Help Entrepreneurs and SMEs

As businesses of all sizes and industries continue to further embrace digital transformation, there is an increasing desire for all business tools to be able to integrate seamlessly with each other. In this article, we will outline what Xero and Airwallex are, and how their integration features are a perfect match to help entrepreneurs and SMEs build better businesses. 
By FastLane Team, August 10, 2021 (5 mins)
The Xero Marketplace Apps - Your Business Should Be Using Right Now
Company Incorporation, Corporate Services

The Xero Marketplace Apps - Your Business Should Be Using Right Now

As one of the leading financial accounting solutions, Xero has taken many business’s finances to the cloud. With automation and real-time reporting, companies can equip their teams with the latest information about purchases, invoices, and financial reports.
By FastLane Team, August 9, 2021 (5 mins)