Ongoing Obligations of a Dormant Hong Kong Company

Dormant Hong Kong Company Ongoing Obligations

Declaring a company dormant does not remove all compliance duties. A company that has filed a declaration of dormancy under section 5 of the Companies Ordinance (Cap. 622) is exempt from delivering an annual return to the Companies Registry for any year after the declaration takes effect. Other statutory requirements remain in force.

Dormancy under Cap. 622 means the company has no significant accounting transactions during the period. It does not mean the company can ignore the Companies Registry, the Inland Revenue Department, or its internal records. Below is the full set of obligations that survive the dormant status.

Hong Kong Dormant Company Compliance

The core compliance framework for a hong kong dormant company compliance regime involves four continuing duties: business registration renewal, maintenance of the significant controllers register, upkeep of the registered office and company secretary, and filing the annual return for the year of declaration if the deadline passed before the dormancy was recorded.

Business Registration Certificate Renewal Under Cap. 310

The Business Registration Certificate issued by the Inland Revenue Department under the Business Registration Ordinance (Cap. 310) must be renewed regardless of whether the company is dormant. The certificate is a revenue document, not a trade licence. It expires annually or triennially depending on the option selected at issue.

The Inland Revenue Department will expect renewal within one month of expiry. Failure to renew results in a penalty of up to HK$300 plus a daily surcharge. A dormant company cannot cite inactivity as a reason to let the certificate lapse. The renewal fee for a 1-year certificate is HK$2,150 (as of the 2025-26 fiscal year); the 3-year option costs HK$5,310. The company secretary or a director processes the renewal before the expiry date printed on the certificate.

Hong Kong Dormant Company Annual Return and the Exemption

The annual return requirement under Cap. 622 is the most misunderstood obligation for dormant companies. A hong kong dormant company annual return exemption applies only after the company has successfully declared dormancy. If the declaration is filed after the 42-day annual return window has passed for the current year, the company must still deliver Form NAR1 for that year, along with the applicable registration fee of HK$105. The exemption begins from the next annual return cycle.

Form NAR1 must contain the company's registered office address, particulars of directors and the company secretary, and details of issued share capital. The return date is the anniversary of incorporation or of re-domiciliation. A company that fails to deliver Form NAR1 within the 42-day window faces higher registration fees: HK$870 for a delay of more than 42 days but within 3 months, HK$1,740 for more than 3 months but within 6 months, HK$2,610 for more than 6 months but within 9 months, and HK$3,480 for more than 9 months. The Companies Registry may also commence proceedings to strike off the company for persistent non-filing.

Hong Kong Dormant Company Business Registration Renewal

The hong kong dormant company business registration renewal does not differ from that of an active company. The Inland Revenue Department issues the certificate and expects a renewal application at least one month before expiry. The relevant form is BIR51 (or BIR52 for a previously registered business).

Diarise the expiry date. If the company changes its registered office or any particulars of directors during the dormant period, the company secretary must update the business registration record with the Inland Revenue Department within one month of the change. This is true even though the company has no trading activity.

Hong Kong Dormant Company SCR and the Designated Representative

The requirement to keep a significant controllers register (SCR) applies to every Hong Kong incorporated company, including dormant ones. The hong kong dormant company scr must be maintained at the registered office or a prescribed place in Hong Kong from 1 March 2018 onwards. The register records individuals who hold more than 25% of the issued shares or voting rights, or who otherwise exercise significant control over the company.

The company must designate a representative to assist law enforcement officers who request access to the register. The designated representative is typically the company secretary or a director. The register is not open to public inspection, but the Companies Registry can require production on notice. A dormant company with no shareholders other than the original incorporator may still need to note that no significant controller exceeds the 25% threshold. In that case the register should state that no entries are required.

Update the SCR within seven days of any change in a significant controller's interest. If the company has no significant controllers, the register should record that fact and provide the name of the designated representative. Failure to maintain the SCR is an offence under Cap. 622 and carries a fine of up to HK$25,000.

Dormant Company and the Registered Office

A dormant company must maintain a registered office in Hong Kong. The address must appear on Form NAR1 and on the Business Registration Certificate. The registered office is where the Companies Registry and the Inland Revenue Department send official correspondence, including notices of default or summons for late filings. The company secretary monitors this address for incoming mail.

If the company moves its registered office, file Form NR1 with the Companies Registry within 15 days of the change. A dormant company cannot use a PO Box as its registered office. The address must be a physical location where documents can be served during business hours.

Dormant Company and the Company Secretary

Every Hong Kong private company, including a dormant company, must appoint a company secretary under section 474 of Cap. 622. The company secretary may be an individual who is a director or another person, and the person must ordinarily reside in Hong Kong. A sole director cannot also serve as the company secretary.

The company secretary's duties during dormancy include preparing the annual return where required, maintaining the SCR, arranging the Business Registration Certificate renewal, and ensuring the registered office address remains current. If the company secretary resigns, the board must appoint a replacement within a reasonable time. Notify the Companies Registry using Form ND2A within 15 days. A dormant company without a company secretary for an extended period risks being struck off.

Dormant Company and the Audit Exemption

The annual audit requirement under section 406 of Cap. 622 and the reporting exemption under section 359 do not apply directly to dormant companies. A company that has declared dormancy under section 5 is exempt from the audit requirement for the period of dormancy. This exemption is separate from the small company reporting exemption for SMEs that meet the revenue and balance sheet thresholds.

If the company ceased to be dormant during a financial year, it must prepare audited financial statements for the entire year, not only for the part of the year in which it was active. Confirm with the auditor whether the dormant exemption applies to the current financial period before the auditor is appointed.

Summary of Obligations by Ordinance

The Companies Registry and the Inland Revenue Department each maintain their own compliance databases. A dormant company that fails to renew its Business Registration Certificate will receive a penalty notice from the Inland Revenue Department, and the Companies Registry may be notified automatically. Treat the dormant period as a compliance responsibility, not a compliance holiday.