WHAT IS A DORMANT COMPANY?
A company that has no significant financial transactions during a financial year is a dormant company. It means there are no entries in company’s accounting records. The amount paid for shares when the company is first formed and a few costs that the company may incur in order to keep the company registered at Companies House do not count as significant accounting transactions.
A dormant limited company in Hong Kong is one that, in legal terms, has “no relevant accounting transactions” during a financial year. A “relevant accounting transaction” is defined by the Companies Ordinance as a transaction that is entered into the company’s books of account, such as the receipt and expenditure of money and the sale and purchase of goods, assets and liabilities etc. This does not include any transaction which arises from the payment of any fee which the company is required to pay by any Ordinance. Under the Companies Ordinance, a company may pass a special resolution authorizing its directors to make a statutory declaration that the company will become dormant and to deliver a copy of the statutory declaration to the Registrar. The company shall be deemed a dormant company effective the date of delivery. If the declaration specifies a later date for the company to become dormant, the company shall be deemed dormant as from that later date specified.
