What Are the Annual Filing Requirements for a Hong Kong Company?

Starting a business in Hong Kong can be an excellent idea.

Not only will you be working within a truly international climate, but a simple tax structure and relatively hassle-free registration processes will take much of the guesswork out of the equation.

However, it is still critical to recognize some of the most important annual requirements so that you can fully appreciate your obligations.

Let's take a look at what the professionals have to say regarding the forms that will need to be filed as well as to your legal responsibilities.

Accurately Audited Financial Statements

It is important to keep a record of all accounting transactions (in full accordance with the Hong Kong Financial Reporting Standards).

So, be sure that these records are updated and examined on a regular basis in order to avoid any potential errors.

This information will then need to be audited by a CPA registered in Hong Kong.

Some pertinent details contained within these statements include balance sheets, income/profit statements, loss accounts, and auditor reports.

On a final note, the data contained within these statements must be recognized by all members of the company after they have been initially approved by the board of directors.

Annual Return: Hong Kong

The annual return form (NAR1) must be delivered to the Hong Kong Companies Registry within 42 days of the anniversary of when your business was first incorporated. The director(s) and company secretary must ensure its timely submission, as well as compliance with other statutory documents. Also, the return date for each company is different depending on its type.

Sundays and public holidays are calculated as part of the 42 days. If the 42nd day is a Sunday or public holiday, the deadline will be extended to the next Sunday or non-holiday day. However, if the deadline is on a Saturday, it remains unchanged.

On Saturdays, companies can submit documents to the Companies Registry by mail or in person before the due dates. They can also use the Registry's Drop-in Box (excluding public holidays). In addition, registered users with e-Filing Services can file annual returns electronically.

The annual return must include company details and officer information as of the return date. As per the Companies Ordinance, any additional information or changes to company details and officers must be reported using the specified forms.

Annual Registration Fees Payable

The Annual registration fee you pay when submitting the annual return varies based on the type of company.

Some of the details which must be contained within your annual returns include:

• The amount of share capital
• The current company director and company secretary
• Shareholder information
• The registered office address of the company

Any information that is not accurate will need to be corrected; thus, increasing the possibility of being subject to late fees. If the annual return is not submitted within the specified 42-day time limit, significantly higher registration fees will be required.

If you happen to own a public company, these returns must be supplied within six months after the cessation of your accounting reference period.

In reference to companies limited by guarantee as well as public entities, certified true copies of all financial statements will need to be included alongside reports from the auditors and directors (this is not applicable to private companies with limited shares).

Local Private Company

If a private company submits its annual return within 42 days after its anniversary of incorporation, it needs to pay HK$105, as it's the correct annual registration fee. Registration fees after the initial 42-day time limit:

• Within 42 days: HK$105
• 3 months after the return date: HK$870
• Within 6 months after the return date: HK$1,740
• Within 9 months after the return date: HK$2,610
• More than 9 months after the return date: HK$3,480

Local Public Company

For public companies, if they deliver their annual return within 42 days after the company's return date, they must pay HK$140 as the registration fee. Registration fees after the 42-day time limit:

• Within 42 days: HK$140
• 3 months after the return date: HK$1,200
• Within 6 months after the return date: HK$2,400
• Within 9 months after the return date: HK$3,600
• More than 9 months after the return date: HK$4,800

Guarantee

In the case of a company limited by guarantee, if the annual return is submitted under section 109 of the Predecessor Ordinance, a fee of HK$105 is required within the 42-day specific period.

Similarly, if the annual return of a company limited by guarantee is submitted under section 662 of the Companies Ordinance (Cap. 622) for registration and it is delivered within 42 days after the company's return date, the fee payable is also HK$105.

If the annual return is delivered late, guarantee companies are subject to substantially higher registration fees. The fee scale for late submission after the given time period is the same as that for private companies limited by shares, and it follows the escalating fee structure outlined as follows:

• Within 42 days: HK$105
• 3 months after the return date: HK$870
• Within 6 months after the return date: HK$1,740
• Within 9 months after the return date: HK$2,610
• More than 9 months after the return date: HK$3,480

Profits Tax Returns

Annual tax returns must be submitted with all relevant supporting documents by every limited Hong Kong company.

Some of the information contained within this documentation will include:

• Assessed profits and adjusted losses
• Tax computation
• Audited financial statements

However, dormant firms and companies adhering to the current IRO (Inland Revenue Ordinance) will not need to file such statements.

Business Registration Requirements

All Hong Kong companies will need to renew their original Business Registration Certificate (BRC) before the anniversary date of when the firm was originally incorporated.

Please note that this certificate must be displayed at your place of business and within public view.

Remuneration Paid to Employees

It should already be obvious that any Hong Kong firm which has employees will need to maintain accurate payroll records and information regarding remuneration to its workers.

These details will be contained within the annual Employer's Return form.

The associated reporting period runs from 1 April to 31 March of any given year.

It is also important to list any income that is applicable to salaries tax.

This includes:

• Director's fees
• Bonuses and pension plans
• Basic wages and salaries (including overtime)
• Leave pay (if applicable)
• Education expenses (if applicable)
• Business-sponsored employee residences

In the event that a company has no employees, this should be made clear to the Inland Revenue service once the Employer's Return form has been received.

Annual General Meetings

Every company based out of Hong Kong is required to hold at least one Annual General Meeting (AGM) within the associated financial year.

Private firms that are not subsidiaries of a larger conglomerate are obliged to hold an Annual General Meeting within no longer than nine months following the end of the fiscal year.

The only exception to this rule involves instances when the first allotment of financial statements contains information for a period that equates to longer than 12 months.

In this case, an AGM can be held either nine months following the anniversary of incorporation or three months immediately after the end of the financial period (whichever date arrives first).

Keeping One Step Ahead of the Game

These are some of the primary filing requirements for a business registered in Hong Kong.

However, please note that this has only been a general overview.

It is always prudent to speak with a professional financial adviser or to consult with the Hong Kong Companies Registry in order to obtain more details or if you have additional questions.

Register your company with Air Corporate and get a free consultation with our company registration experts.