The annual compliance requirements for Hong Kong companies mainly involve the reporting and maintenance requirements of the two major government agencies, the Companies Registry (CR) and the Inland Revenue Department (IRD).
| Compliance matters | Responsible department | Statutory time limit (local private limited company). | Documents must be submitted | remark |
| Annual return | Companies Registry (CR). | Within 42 days of the founding anniversary | Form NAR1 | The late fines are high and have nothing to do with the company’s finances. |
| Renewal of business registration certificate | Inland Revenue Department (IRD). | Approximately 1 month before the expiration date | Payment of fees | Renewal fee can be paid for one year or three years. |
| Accounting and Auditing | Inland Revenue Department (IRD). | annually (up to 18 months for the first time). | Financial statements audited by a Hong Kong certified public accountant | This is a necessary document for filing a profits tax return. |
| Submit profits tax returns | Inland Revenue Department (IRD). | Within 1 month from the date of issue of the tax return (extendable). | Tax return (BIR51/BIR52) + audit report | Applicable to all companies that operate or receive tax returns. |
| File employer tax returns | Inland Revenue Department (IRD). | Within 1 month of issuance in April of each year | Form BIR56A/B | Even if only one director pays the salary, it must be submitted. |
Here is a list of the main annual compliance requirements:
1. Companies Registry (CR) related requirements
- Annual Return – NAR1 Form
- Content: Update the company’s latest data, including details such as registered office address, directors, shareholders, company secretary, etc.
- Deadline: Private company limited by shares must be delivered for registration to the Companies Registry within 42 days of the company’s anniversary.
- Note: Late submissions are subject to fines.
- Maintain registered address and company secretary
- The company must maintain a registered office address in Hong Kong (not a PO box) and a company secretary (must be a Hong Kong resident or a body corporate registered in Hong Kong) at all times.
2. Inland Revenue Department (IRD) related requirements
- Profits Tax Return
- Content: Report the company’s taxable profits or losses for the relevant financial year.
- Deadline: Generally, the IRD issues tax returns every year. Newly formed companies typically receive their first tax return about 18 months after the formation date. After that, it is usually issued in April of each year and must be submitted within one month from the date of issue. An extension is available if a tax representative is appointed.
- Document Requirements: The tax return must be submitted together with the audited financial statements (balance sheet, income statement, etc.), auditor’s report and tax computation.
- Auditing
- Requirements: According to the Hong Kong Companies Ordinance, the annual financial statements of all Hong Kong companies (except dormant companies) must be independently audited by a Hong Kong certified public accountant and an audit report must be issued.
- Business Registration Certificate – BRC
- Requirements: The company must renew the business registration certificate annually and pay the business registration fee (unless a three-year certificate has been applied).
- Renewal time: Usually within one month before the expiration of the existing business registration certificate.
- Employer’s Return
- Content: Declare compensation data for all employees.
- Deadline: The IRD usually issues them in April each year and must be submitted within one month from the date of issue. Submissions may be required even if there are no employees or operations.
3. Other important maintenance
- Annual General Meeting – AGM
- Requirements: Unless exempted by a corporate resolution, a private company is generally required to hold an annual general meeting within nine months of the end of the financial year.
- Statutory Records
- The company must properly maintain statutory records such as registers of directors, registers of shareholders, minutes of meetings, etc.
- Update company changes
- Any changes in registered address, directors, company secretary, shareholders or share capital structure, etc., must be notified to the Companies Registry within the statutory time limit.
Important:
- The specific deadline (especially the profits tax return) varies depending on the company‘s financial year-end.
- Failure to meet any of the above compliance requirements on time may result in fines or even prosecution for the company and its responsible personnel.
