Hong Kong

Compliance Requirements

General Annual Filing Requirements for Local Private Companies Limited by Shares

Annual Return

Every company is required to file with the Registrar of Companies, once in every year, a duly completed and signed Annual Return (form NAR1) within 42 days after the anniversary of the date of incorporation. The annual registration fee of HK$ 105 shall be settled together with the form filing.

The Annual Return shall contain:

  • particulars of the company (name, number, date of registration, type) and contact details;
  • registered address and address of keeping-company’s records;
  • particulars of Directors and Secretaries;
  • information about issued share capital and particulars of Members;
  • information about registered mortgages and charges.

 

Business Registration Certificate

The Business Registration Certificate (BRC) is issued for one or three years. The Hong Kong Inland Revenue Department (IRD) would issue the demand notice about one month before the expiry date of the BRC for the business. After this business registration renewal demand note has been paid, it will become the valid Business Registration Certificate.

Type of Certificate

Business Registration fee, HK$

Levy to the Protection of Wages on Insolvency Fund, HK$

Total, HK$

One-Year Certificate

2 000

250

2 250

Three-Year Certificate

5 200

750

5 950

 

Annual General Meeting

A company must hold an Annual General Meeting (AGM) in respect of each financial year. A company is not required to hold an AGM in the following circumstances:

  • if written resolution is passed instead and copies of the documents required to be produced at the meeting are provided to each member of the company on or before the circulation date of the written resolution;
  • a single-member company is not required to hold an AGM;
  • a dormant company is exempt from the requirement to hold AGMs.

 

Profits Tax Return

Profits Tax Returns (PTR) is issued by IRD to companies for profits tax purposes and should be filed within one month from the date of issue. Usually, the deadline can be extended as the following:

Financial Year ended:

Due Date for filing of PTR

from 1 April to 30 November

2 May

from 1 December to 31 December

15 August

from 1 January to 31 March

15 November

 

A newly registered business receives its first profits tax return within 18 months after the date of commencement of business or the date of incorporation. After that, the next PTR is usually issued on the first working day of April every year.

There is the IRD practice not to issue a PTR for businesses that do not give rise to assessable profits, have not commenced or have been ceased. However, the IRD may call for submission of a PTR from time to time in the course of reviewing the future tax potential of the business. Upon receipt of a PTR, the business must comply with the filing requirements.

A PTR should be filed together with the supporting documents:

  • a certified copy of Statement of Financial Position/Balance Sheet, Auditor’s Report and Statement of Comprehensive Income/Profit and Loss Account in respect of the basis period;
  • a tax computation form;
  • a supplementary form (applicable from 1 April 2019).

 

Accounting and Audit

The Inland Revenue Ordinance (Cap.112) and the Companies Ordinance (Cap.622) require every company to keep sufficient records in English or Chinese of its income and expenditure. All records must be retained for seven years from the transaction date.

Generally, a company’s records must include:

  • books of accounts recording receipts and payments, or income and expenditure;
  • the underlying documentation necessary to verify the entries in the books of account; such as vouchers, bank statements, invoices, receipts and other relevant papers;
  • a record of the assets and liabilities, including lists of debtors and creditors;
  • a day by day record of all sums of money received and expended together with supporting details of the receipts or payments;
  • stocktake figures.

All businesses in Hong Kong must prepare and submit financial statements for each financial year. The financial statements must comply with applicable accounting standards issued or specified by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and must be audited by a Hong Kong Certified Public Accountant.

 

Employer’s Return

An employer in Hong Kong has certain obligations:

  • to keep payroll records of its employees and retain these records for at least seven years;
  • to inform the IRD about any change in the employee’s personal particulars and/or any change in the employee’s terms of employment;
  • to report remuneration paid to an employee by submitting an annual Employer’s Return.

When an employer receives the employer’s return (form BIR56A and IR56B), it has one month to complete and return the same form to the IRD.