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.
- Profits Tax Returns must be filed with the IRD. 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.
- The company secretary is responsible for managing most of these obligations on behalf of the company.
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 date specified in the return (typically April) | Accountant / tax agent |
| Business Registration Certificate renewal | IRD | Before anniversary date | Company secretary |
| Employer's Return (IR56B) | IRD | By 1 May each year | Company / accountant |
| Annual General Meeting | Companies Ordinance | Within 9 months of financial year end | Company secretary |
None of these can be waived. A dormant company (zero activity, zero revenue) is still required to file a Profits Tax Return and Annual Return each year.
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.
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 private companies. Late filing triggers escalating fees:
| Company type | Within 42 days | Up to 3 months late | Up to 6 months late | Up to 9 months late | More than 9 months late |
|---|---|---|---|---|---|
| Private company | HKD 105 | HKD 870 | HKD 1,740 | HKD 2,610 | HKD 3,480 |
| Public company | HKD 140 | HKD 1,200 | HKD 2,400 | HKD 3,600 | HKD 4,800 |
| Company limited by guarantee | HKD 105 | HKD 870 | HKD 1,740 | HKD 2,610 | HKD 3,480 |
No extensions are granted. For full details on filing the NAR1, see our dedicated guide to annual return filing in Hong Kong.
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. After the first year, the IRD issues returns on a fixed date each April. Tax representatives can apply for extended filing deadlines on behalf of clients.
Dormant companies with zero revenue are still required to file a Profits Tax Return each year, noting nil assessable profits.
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
Foreign-sourced profits may qualify for the offshore exemption if the company can demonstrate that its profits arise entirely outside Hong Kong. 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 IR56B) with the IRD each year. 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), this must be declared on the return when it is received from the IRD.
Companies with employees must also comply with statutory leave obligations, including maternity leave (14 weeks for employees with 40+ weeks of service) and long service payment (payable after 5 years of continuous service) under the Employment Ordinance.
Annual General Meeting
Every Hong Kong company is required to hold at least 1 Annual General Meeting (AGM) within each financial year. For private companies that are not subsidiaries, the AGM must be held within 9 months of the end of the financial year.
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
For most small private limited companies, the AGM is conducted by written resolution rather than a physical meeting. The company secretary prepares the resolution, circulates it for director signatures, and retains it in the statutory 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 |
| Change of shareholder | NSC1 / NSC2 | 1 month |
| 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. Missed deadlines trigger fines of up to HKD 25,000 plus HKD 700 per day of continued non-compliance.
Air Corporate manages all annual compliance obligations for Hong Kong companies from USD 955/year: NAR1 filing, BRC renewal, statutory registers, AGM resolutions, and all change notifications. Get started
