Inactive Company
Frequently Asked Questions about Inactive Companies
Q1. What documents must be filed if a company declares itself inactive?
A1: Under section 5 of the Companies Ordinance, a private company may declare itself inactive by a special resolution and deliver that resolution to the Registrar of Companies for registration.
Q2. From when is a company treated as an inactive company?
A2: If a company passes a special resolution declaring that it is inactive, it becomes inactive from:
(i) the date the special resolution is delivered to the Registrar of Companies; or
(ii) a later date specified in the special resolution.
Q3. If the special resolution is filed after this year’s anniversary, do I still need to file this year’s annual return?
A3: Under section 663 of the Companies Ordinance, the requirement to file an annual return does not apply to an inactive company. However, if the effective date of inactivity is more than 42 days after this year’s anniversary of incorporation, the company must still file this year’s annual return.
Q4. How can an inactive company declare that it is no longer inactive?
A4: Under section 5 of the Companies Ordinance, if an inactive company passes a special resolution declaring that it intends to enter into an accounting transaction, and that resolution is delivered to the Registrar of Companies for registration, the company ceases to be an inactive company.
Q5. From when does an inactive company cease to be inactive?
A5: An inactive company ceases to be inactive if:
(1) it has delivered to the Registrar of Companies a special resolution declaring that it intends to enter into an accounting transaction; or
(2) an accounting transaction of the company takes place.
Q6. If an inactive company enters into an accounting transaction, is it still exempt from filing an annual return?
A6: If an inactive company enters into any accounting transaction, it ceases to be an inactive company, and the exemption from filing an annual return ends from the date of that accounting transaction.
Q7. Is an inactive company exempt from filing specified forms for changes of registered office, directors or secretary?
A7: Under section 447 of the Companies Ordinance, a company may be exempt from certain provisions while it is inactive. The exemptions do not include reporting changes to the registered office address, or changes of directors and secretary and their particulars.