Companies change their status as inactive or dormant companies to save taxes

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Do you want to keep your company on hold for a specific reason without actually closing it? Or does one want a while getting things settled before drumming up your new business with the minimal cost possible? Then all you ought to understand regarding a Dormant Company in Hong Kong.

If you regulate one or multiple companies, you'll wish to put the business on hold for a few reasons, or, you might even want to rest after some tumultuous trading. Either way, having a dormant company may allow you to try to that. this text will assist you to get to the guts of what the dormant company in Hong Kong is all about.

A company is taken into account as a Dormant company when there are no accounting transactions during a year, which is legally approved to cease doing its commercial activity for a financial year but the company remains registered.

Most companies apply for inactive status or a dormant status in order that they will save both time and money involved in filing annual returns, holding annual general meetings, appointing auditors and preparing audited financial statements.

To understand the concept of a dormant company in Hong Kong jurisdiction, the person must fully understand what “no accounting transactions” means. Basically, an accounting transaction is recorded within the accounting record of the business. the Companies Ordinance allows a corporation to declare itself as dormant and continue with an equivalent status for a minimum maintenance cost as long because it doesn't have any accounting transactions.

The amount the corporation purchased shares when it had been first incorporated is excluded as significant accounting transactions. On the opposite hand, a real dormant company in Hong Kong has officially registered its “inactive” status. It therefore wouldn't enter into any accounting transactions aside from those that are allowed by the Ordinance. By an equivalent token, a dormant company in Hong Kong is exempt from certain liabilities and may also enjoy certain benefits.

The major advantage of dormant status is that it helps your inactive company to carry at a minimum maintenance cost. Once the corporation becomes a dormant company in Hong Kong, it won’t be required to comply with some annual obligations. However, in the year during which the corporation declares itself dormant, the corporation still has got to submit a basic renewal of that year.

Some of the advantages of getting a dormant company in Hong Kong are as follows:

To protect the company’s reputation To hold certain assets To deliberately suspend the operations of the corporation To preserve the corporation as a legal entity To satisfy the other essential needs

Due to the pro-business climate and the low taxation regime, entrepreneurs are willing to open a business in Hong Kong. Though, in some cases, businesses have to stop for a selected reason. That's where the corporation must apply for the dormancy.

A company must pass a special resolution authorizing its Director(s) to form and deliver to the Registrar of Companies. it's a statutory declaration to the effect that the corporation will become dormant. the directors of the company should file the special resolution with the company Registry within 15 days after passing the resolution.

The sole eligibility criteria to become a dormant company in Hong Kong is that there have been “no relevant accounting transactions” since the date of its incorporation or any date that's specified.

A relevant accounting transaction is defined to include:

  • All sums of payment received and expanded by the corporation and the matters in respect of which the receipt and expenditure happen.
  • All sales and purchases of products by the corporation.
  • The assets and liabilities of the corporation.

Dormant companies cannot enter into any sale or purchase of products or transactions of cash. the corporation can only pay money under a compulsory regime. The company’s managers will still engage in their specific work and make sure that the corporation complies with the wants that are required to be fulfilled during the dormant period.

Not every company in Hong Kong can become a dormant company. There are certain sorts of companies that aren't allowed to adopt dormancy. The Ordinance doesn't apply to a corporation that's not a private company. Below are certain sorts of companies that aren't allowed to declare dormancy:

  • An authorized institution as defined within the Banking Ordinance
  • A dealer registered under the Commodities Trading Ordinance
  • A company having a subsidiary that falls with any of the above eight categories

There are many other forms of companies that aren't allowed for dormancy. you'll read more about this below within the upcoming sections.

Regulations and Requirements for Dormant Companies For any work, regulations are required to make sure the security and dignity of the workplace. There are specific requirements for the Dormant companies also which embarks upon the duties of the officer of a dormant company, audit and report exemptions, accounting transactions, and therefore the annual compliance requirement for a dormant company.

After the corporation has become a dormant company, it runs at a minimum cost status. it's exempted from filing annual returns, holding annual general meetings, Appointing auditors, and preparing audited financial statements.

Even though the corporation is on hold, the officers of the dormant company in Hong Kong still have specific responsibilities, they have to watch their obligations and perform their duties under the Companies’ Ordinance. They need similar duties as those of a regular company.

The directors and secretary will manage the corporation on behalf of the shareholders or members. They hold meetings and make sure the submission of necessary returns and other documents to the company Registry.

Given below are the essential requirements of a dormant company. The laws mandate that a dormant company must:

  • Have a minimum of one individual director, one shareholder, a corporation secretary, and a registered address;
  • Report any change of company structure and therefore the particulars of the officers to the businesses Registry;
  • Renew Business Registration Certificate (BRC); and
  • File the Profits income tax return (if any) issued by the Inland Revenue Department.


A dormant company in Hong Kong must not have any accounting or financial transactions during dormancy, excluding transactions from the payment of fees that the corporation is required by the Company Ordinance.

Every year, HK limited companies need to do their accounting and obtain their books audited by a practicing CPA. the businesses Ordinance allows a corporation to declare itself as dormant and continue with an equivalent status for a minimum maintenance cost as long because it doesn't have any accounting transactions.

Basically, the audit exemption for a corporation allows it to be exempt from the wants to possess financial statements and audit preparation. the corporation is exempted from audit under certain conditions, like if the accounts are dormant since formation or the top of the fiscal year. Once the corporation is dormant, it grants financial reporting exemptions and various public accountability designations.

Based on the exchange of money, various sorts of transactions occur during a company. The dormant company in Hong Kong follows the concept of no relevant accounting transaction. But there are certain mandatory transactions that are to be made by company officers.

Section 2 of the Company Ordinance states that an accounting transaction means a transaction that's required by section 373 to be entered by the company’s accounting records. for instance, receipt and expenditure of cash, assets, and liabilities. consistent with laws, any transaction that the Ordinance requires the corporate to pay is excluded. for instance, payment of the business registration fee shouldn't be considered an accounting transaction.

Any service fees charged by a bank or any interest credit to the account of the corporation would be considered accounting transactions. Thanks to which the corporation wouldn't be eligible to use for dormant status.

Not every company is allowed to be a dormant company in Hong Kong. A corporation that's not private or fall within any of the subsequent categories cannot claim a dormant status in Hong Kong:

  • A financial organization as per the Banking Ordinance;
  • An insurer as per the Insurance Companies Ordinance;
  • A Mandatory Provident Fund Schemes Ordinance trustee.
  • A corporation licensed under the Securities and Futures Ordinance
  • A dealer registered under the Commodities Trading Ordinance
  • A Hong Kong company or a registered non-Hong Kong company which
  • is during a controlling entity relationship with a corporation which is an intermediary (i.e. licensed corporation or registered instruction) or
  • receives or holds in Hong Kong client assets of the intermediary as defined within the Securities and Futures Ordinance
  • A licensed leveraged exchange trader as defined within the Leveraged Exchange Trading Ordinance
  • A company subsidiary falling under any of the above categories at any time during the preceding five years.

If you do not require a dormant company, it's essential to re-active it formally. the corporation should cease to be inactive if you would like to re-commence your company’s business, or there's an accounting transaction occurring within the company.

After ceasing to be dormant, it'll run sort of a normal company. you'll renounce the dormant status and re-activate the business activities by browsing just about an equivalent procedure as once you applied for it.

If a dormant company enters into an accounting transaction, the corporation ceases to be a dormant company. The exemption from the delivery of annual returns ceases to possess an impact on and after the date of the accounting transaction.

All the corporation must cease the dormant status is to pass another special resolution declaring that the corporation intends to enter into an accounting transaction, which the administrators should deliver the special resolution to the Companies’ Registry for registration. After this, the corporation will resume its active status.

Investors who ultimately decide that the corporation isn't to continue can prefer to de-register it. this suggests that the legal entity is going to be closed permanently and faraway from the register, which may be done via a voluntary procedure (de-registration) when the corporation has no debts or using voluntary liquidation.

Above all, obtaining a dormant status doesn't suggest that you simply are qualified for an entire exemption on every responsibility.

With a dormant company in Hong Kong, you're allowed to lighten the burden of maintaining every little detail in accounting records. All you're ready to do is maintain your business at low maintenance costs.

As your company remains a legal entity, there's a routine to follow and a few requirements to satisfy, a number of which are:

  • There must be a registered office and a minimum of one director, one shareholder, and a professional company secretary (i.e. TCSP Licensee).
  • The Registrar must be advised of any changes within the company’s officers or registered office.
  • The business registration certificate shall be renewed by paying the specified fee to the government.
  • The Profits income tax return shall be filed just in case the Inland Revenue Department issues one.

Now that you simply have gathered most of the knowledge and have a far better understanding of the importance of a Dormant company in Hong Kong, you'll need a hand to travel through the particular process of becoming a dormant company. Therein case, our company will assist you by giving proper guidance.

We put you first. This is often why our primary focus is on Start-ups with global ambitions. Our team provides complete services for company formation in Hong Kong; however, we will also provide the needed assistance for company liquidation and de-registration. we'll be supplying you with the small print and advice for a far better knowledge at each step in making a dormant company in Hong Kong.

As a part of our brilliant service, Investors who need more information on the way to apply for a dormant status, also as those that are considering closing their business operations, can contact us for more details.