Every Hong Kong private company, whether it trades or sits idle, has the same set of yearly obligations: an Annual Return to the Companies Registry, renewal of the business registration, an audit of its accounts by a Hong Kong CPA, a profits tax return to the Inland Revenue Department, and an up-to-date Significant Controllers Register at its registered office. Companies with staff add an employer’s return. None of these can be switched off by inactivity, and each has its own deadline and its own penalty.
The five obligations
1. Annual Return (form NAR1)
Filed with the Companies Registry within 42 days after each anniversary of incorporation. It confirms the registered office, directors, secretary, shareholders and share capital. The filing fee is small when it is on time and rises in steps the later it gets; persistent failure is an offence for the company and every director.
2. Business registration renewal
The Business Registration Certificate is renewed every year (or every three years, by election) with the Inland Revenue Department, on the anniversary of incorporation. The certificate must be displayed at the place of business, and an expired certificate blocks bank onboarding and most government interactions.
3. Audit
The Companies Ordinance requires the annual financial statements of every company to be audited by a Hong Kong certified public accountant and laid before the shareholders. The only exemption is for a company that has formally declared itself dormant by special resolution and has had no accounting transactions since. A company that simply has not started trading is not dormant in this sense and still needs an audit.
4. Profits tax return
The Inland Revenue Department issues the first return about eighteen months after incorporation and then annually, usually in April. It is filed together with the audited accounts and a tax computation; a company claiming that its profits are sourced outside Hong Kong states that claim here and must be ready to prove it. Filing deadlines are extended under the block-extension scheme when a tax representative is appointed.
5. Significant Controllers Register
Not filed anywhere, but kept at the registered office and updated within seven days of any change in who owns or controls more than 25% of the company. The Companies Registry and the police may inspect it without notice, and the company must have a designated representative who answers for it.
And, if there are employees
An employer’s return (form BIR56A) is filed with the Inland Revenue Department every April for each employee, and Mandatory Provident Fund contributions are paid monthly. A company with no staff files a nil return when one is issued.
What stays in place all year
A company secretary resident in Hong Kong and a registered office address are statutory requirements, not services you can pause. The secretary keeps the registers and minutes, files the changes of directors, shareholders and address with the Companies Registry within their statutory deadlines, and is normally the designated representative for the controllers register. When a provider is changed, the new secretary and address must be appointed and filed before the old ones resign.
Frequently asked questions
Is an audit required if the company had no transactions?
Yes, unless the company has passed a special resolution declaring itself dormant and has had no accounting transactions since. An audit of a company with no activity is short, but it is still an audit.
When is the first profits tax return due?
The Inland Revenue Department normally issues it about eighteen months after incorporation, and it is due three months after issue. The audit therefore has to be planned for the company’s first financial year-end, not for the arrival of the return.
What happens if the Annual Return is late?
The registration fee rises in steps with each period of delay, and the Registrar may prosecute the company and its directors for persistent non-filing. A company that stops filing altogether is eventually struck off, with its directors on record as having let that happen.
Can the company skip the year if it made no profit?
No. The Annual Return, the business registration renewal, the audit and the tax return are all due regardless of profit. A loss-making year is filed the same way as a profitable one; the loss is carried forward against future profits.
Who is liable when a deadline is missed: the company or the director?
Both. The Companies Ordinance makes the company and every responsible person liable, and directors of foreign-owned companies are not exempt because they live abroad. A licensed secretary running the calendar is the practical protection.
How NGL handles this
As company secretary and registered office, Native Group Limited (TCSP licence TC010379) keeps the calendar for every company it administers: it files the Annual Return, renews the business registration, keeps the registers and the Significant Controllers Register, coordinates the audit with a Hong Kong CPA, prepares the profits tax filing and the employer’s return, and reminds the owner ahead of each date. Where a filing is ours to make and we are late with it, we say so at once and carry the cost. Russian and English: info@ngl.hk, +852 5547 5652.