Understanding Dormant Company

Dormant CompanyA dormant company refers to a registered business entity that is inactive or non-operational, typically not engaging in significant trading activities or generating substantial revenue. In Hong Kong, a company can declare itself dormant by passing a special resolution, formally stating its intention to enter a period of dormancy. This resolution needs to be submitted to the Registrar of Companies.

During dormancy, the company maintains its legal status but is exempt from certain obligations, such as delivering annual returns, unless dormancy cessation occurs after the 42nd day following its anniversary of incorporation. The company can remain dormant indefinitely, provided it complies with the relevant regulations. However, if it decides to resume trading or undertake financial transactions, it must cease its dormant status by passing another special resolution and notifying the Registrar of Companies.

Dormant status offers flexibility to companies, allowing them to pause operations temporarily without undergoing complex dissolution procedures. Businesses must understand the regulatory requirements and seek professional advice when declaring and ceasing dormancy.