Every Hong Kong private limited company has a set of annual compliance obligations that run on a fixed calendar. These obligations are split across 2 regulatory bodies: the Companies Registry (corporate filings) and the Inland Revenue Department (tax filings). Missing any of them triggers penalties. This guide covers all of them.
For background on the incorporation process that creates these obligations, see our guide to how to register a company in Hong Kong.
Highlights of this article
- Hong Kong companies must file an Annual Return (NAR1) with the Companies Registry within 42 days of the incorporation anniversary each year.
- Audited financial statements prepared by a Hong Kong CPA are required annually for all limited companies, except a company that has declared itself dormant.
- Profits Tax Returns must be filed with the IRD, by a date that depends on your filing code. The first return typically arrives 18 months after incorporation.
- Business Registration Certificates must be renewed annually. The BRC must be displayed at the company's registered address.
- Annual General Meetings must be held within 9 months of the financial year end, but a private company can pass a written resolution instead of holding a meeting.
- The company secretary usually manages most of these obligations on behalf of the company, but the legal duty sits with the company and its officers.
Overview of annual obligations
The table below shows every annual compliance obligation for a Hong Kong private limited company.
| Obligation | Regulator | Deadline | Responsible |
|---|---|---|---|
| Annual Return (NAR1) | Companies Registry | Within 42 days of incorporation anniversary | Company secretary |
| Audited financial statements | IRD / shareholders | Within 9 months of financial year end | Auditor (HK CPA) |
| Profits Tax Return (BIR51) | IRD | By the date for your filing code (the IRD issues the return on 1 April; see the Profits Tax Return section below) | Accountant / tax agent |
| Business Registration Certificate renewal | IRD | Before anniversary date | Company secretary |
| Employer's Return (BIR56A with IR56B) | IRD | Within 1 month of issue (the IRD issues it on 1 April) | Company / accountant |
| Annual General Meeting (or written resolution in lieu) | Companies Ordinance | Within 9 months of financial year end | Company secretary |
None of these can be waived for an active company. A company with zero activity and zero revenue still files a Profits Tax Return each year. A private company that has formally declared itself dormant under the Companies Ordinance is exempt from the audit and from delivering an annual return, but it must still report changes to its registered office, directors and company secretary.
Audited financial statements
Hong Kong law requires every limited company to maintain accounting records in accordance with the Hong Kong Financial Reporting Standards (HKFRS) and to have those records audited by a Certified Public Accountant (CPA) registered in Hong Kong.
The audit must cover the full financial year. Audited financial statements include:
- Balance sheet
- Income statement and profit/loss accounts
- Cash flow statement
- Notes to the accounts
- Auditor's report
- Director's report
The audited statements must be approved by the board of directors and acknowledged by all members (shareholders). They form the basis for the Profits Tax Return filed with the IRD.
Sole proprietorships and partnerships are not required to have their accounts audited, but limited companies are. The only exception is a company that has declared itself dormant, which is exempt from the audit. See the Companies Registry FAQ on accounts and audit.
Annual Return (NAR1)
The Annual Return (Form NAR1) must be delivered to the Companies Registry within 42 days of the anniversary of the company's incorporation date each year. This deadline applies to all private limited companies.
The NAR1 records:
- Company name, registration number, and registered address
- All current directors (names, addresses, ID details)
- Company secretary (name and address)
- All shareholders (names, addresses, shareholding details)
- Share capital structure
The company secretary is responsible for preparing and filing the NAR1 on time.
NAR1 fees and penalties
Filing on time costs HKD 105 for a private company. Late filing triggers escalating fees that reach HKD 3,480 if the return is more than 9 months late, and the Registrar cannot extend the 42-day deadline or waive the fee. Failing to deliver the return is also a criminal offence for the company and every responsible person. The full fee table (including public companies), the penalties and the step-by-step filing process are in our guide to annual return filing in Hong Kong. For a side-by-side comparison of the Annual Return and the Profits Tax Return, see our Annual Return vs Profits Tax Return guide.
Profits Tax Return
Every limited Hong Kong company must file a Profits Tax Return (Form BIR51) with the Inland Revenue Department each year. The return is accompanied by:
- Audited financial statements
- Tax computation
- Any supporting schedules required by the IRD
The first Profits Tax Return is typically issued approximately 18 months after incorporation, and the company has 3 months from the issue date to file it. After that, the IRD issues returns on 1 April each year. The filing date depends on your filing code (N, D or M, based on your financial year end), and the IRD sets the dates every year. For the 2025/26 return year, for example, D code companies had until 31 August 2026 on paper or 2 October 2026 if e-filed, and M code companies until 16 November 2026 on paper or 16 December 2026 if e-filed. See the dated table in our profits tax guide and the filing steps in our profits tax return guide.
Companies with zero revenue are still required to file a Profits Tax Return each year, noting nil assessable profits. The IRD accepts the return of a company that is dormant under the Companies Ordinance without audited financial statements.
The current corporate profits tax rates are:
- 8.25% on the first HKD 2 million of assessable profits (two-tiered rate, first qualifying company in a group)
- 16.5% on profits above HKD 2 million
Profits that arise entirely outside Hong Kong are not chargeable to profits tax, but the company must make the claim and be able to evidence it. See our Hong Kong company registration for foreigners guide for the offshore tax exemption framework.
Business Registration Certificate renewal
Every Hong Kong company must hold a valid Business Registration Certificate (BRC) at all times. The BRC must be renewed before the anniversary of the company's original incorporation date. The BRC must be displayed at the company's place of business in a location visible to the public.
Failure to display a valid BRC or allowing it to lapse are both criminal offences under the Business Registration Ordinance.
The company secretary typically manages BRC renewal as part of the annual compliance package. Air Corporate's company secretary service includes BRC renewal as standard.
Employer's Return (IR56B)
Any Hong Kong company that pays remuneration to employees, directors, or individuals must file an Employer's Return (Form BIR56A, with Form IR56B for each employee) with the IRD each year. The IRD issues it on 1 April and it must be filed within one month. The reporting period runs from 1 April to 31 March.
Remuneration that must be declared includes:
- Basic salaries and wages (including overtime)
- Director's fees
- Bonuses and commissions
- Leave pay
- Pension and MPF contributions
- Education allowances paid by the company
- Company-provided accommodation
If the company has no employees and pays no remuneration (including to directors), it still receives the return. Tick the box "NO" on the BIR56A, sign it and file it; a nil return can be filed through the IRD's "Filing of Employer's Return / Notification" service on eTAX.
Annual General Meeting
Under the Companies Ordinance, a company holds an Annual General Meeting (AGM) in respect of each financial year. A private company that is not a subsidiary of a public company must hold it within 9 months after the end of its accounting reference period.
At the AGM:
- Directors present the audited financial statements for shareholder approval
- Dividends (if any) are formally declared
- Directors are re-appointed or replaced
- Auditors are appointed or re-appointed
A company is not required to hold an AGM if everything that would be done at the meeting is done by a written resolution (section 612 of the Companies Ordinance), and the documents that would be laid before the meeting are sent to each member on or before the circulation date. A single-member company is also not required to hold an AGM. Most small private limited companies use a written resolution. The company secretary prepares the resolution, circulates it, and retains it in the statutory records. See the Companies Registry guide to meetings, resolutions and company records.
Keeping statutory registers up to date
Beyond the annual filings, the Companies Registry requires any changes to company details to be notified within 15 days using the appropriate forms:
| Change | Form | Deadline |
|---|---|---|
| Change of director | ND2A | 15 days |
| Change of company secretary | ND2A | 15 days |
| Change of registered address | NR1 | 15 days |
| Allotment of new shares | NSC1 (return of allotment) | 1 month after allotment |
| Transfer of shares between existing holders | No Companies Registry form: record it in the register of members | Reported in the next NAR1 |
| Significant controllers register (SCR) | Kept by the company, open to inspection by Companies Registry officers | Enter particulars within 7 days of confirmation; keep at the registered office or another place in Hong Kong |
| Change of company name | NNC2 | 15 days after special resolution |
The company secretary tracks these changes and files the correct form within the required window. Late delivery of the notice of a change of directors or company secretary (ND2A) carries a maximum fine of HK$25,000 plus HK$700 per day, and late notice of a change of registered office (NR1) carries a maximum fine of HK$50,000 plus HK$1,000 per day. See our guide to the significant controllers register and the Companies Registry's filing requirements after incorporation.
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