What documents should be filed in order to declare the company dormant or ceasing to be dormant ?

When is a company deemed to be a dormant company?

After the anniversary date of incorporation of my company this year, I filed a special resolution declaring that my company will become dormant as from the date of delivery of the special resolution to the Registrar of Companies. Do I need to file the annual return for this year?

When will a company cease to be deemed to be dormant ?

If my company has delivered to the Registrar of Companies a special resolution declaring that the company intended to enter into a relevant accounting transaction and ceased to be dormant this year, do I need to file the annual return for this year ?

What documents should be filed in order to declare the company dormant or ceasing to be dormant ?

According to section 344A of the Companies Ordinance, a private company may pass and deliver to the Registrar of Companies a special resolution declaring that the company will become dormant or ceasing to be dormant. Specimens of the special resolutions can be downloaded from the 'Access to Information' - 'List of Information published or otherwise made available' section of this website.

When is a company deemed to be a dormant company?

If a company passed a special resolution declaring the company would become dormant, the company will be deemed to be dormant as from:

(i) the date of delivery of the special resolution to the Registrar of Companies

OR

(ii) a later date as specified in the special resolution.

After the anniversary date of incorporation of my company this year, I filed a special resolution declaring that my company will become dormant as from the date of delivery of the special resolution to the Registrar of Companies. Do I need to file the annual return for this year?

Although a private company which is deemed to be a dormant company under section 344A of the Companies Ordinance will be exempt from filing annual returns, a company is still required to submit an annual return for the year in which it declares itself to be dormant if the date on which the company is deemed to be dormant falls after the 42nd day after the anniversary of its date of incorporation.

When will a company cease to be deemed to be dormant ?

A company shall cease to be deemed to be dormant upon delivery to the Registrar of Companies of a special resolution declaring that the company intends to enter into a relevant accounting transaction as defined in section 344A(9)(b). Please seek independent professional advice on whether a transaction falls within the definition of "relevant accounting transaction".

If my company has delivered to the Registrar of Companies a special resolution declaring that the company intended to enter into a relevant accounting transaction and ceased to be dormant this year, do I need to file the annual return for this year ?

A private company which has ceased to be deemed to be dormant will be required to file an annual return for the year in which it ceased to be dormant if the date on which it ceased to be deemed to be dormant falls on or before the 42nd day after the anniversary of its date of incorporation.