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Annual Compliance

Annual Compliance Requirements for Hong Kong Companies

2025-07-02

5 minute read

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Setting up a Hong Kong company is just the beginning. To keep it active and running smoothly without penalties or disruptions, you’ll need to meet several compliance requirements each year. These tasks aren’t complex, but missing a deadline can quickly lead to extra costs or legal issues.

This guide walks you through the key annual obligations for private limited companies in Hong Kong and what it takes to stay compliant.

In this article, you’ll learn:

✅ What filings are required each year, and who handles them

✅ Who can help you manage these compliance requirements

✅ Practical tips to streamline your annual obligations

Let’s jump right in.

Who Needs to Comply And Why It Matters

Annual compliance refers to the required documents and filings a Hong Kong private limited company must submit each year to remain legally active and in good standing with local authorities. All private limited companies registered in Hong Kong must meet these obligations, whether or not the business is actively trading, unless formally exempted.

These obligations involve two main government bodies:

  • The Companies Registry (CR) – responsible for company records and filings like the Annual Return.
  • The Inland Revenue Department (IRD) – particularly the Business Registration Office, responsible for tax filings, business registration, and employer declarations.

Failing to meet the compliance requirements can lead to penalties, delays in operations, or your company being struck off the register.

Since many tasks are repeated annually, it’s best to understand them early and prepare ahead of time.

Annual Compliance Checklist at a Glance

To help you plan ahead, here’s a quick overview of the main filings, who handles them, and when they’re due. Use this as your annual reference point.

Requirement Who handles it When it's due Where to file
Annual Return (NAR1) Company Secretary Within 42 days after the incorporation anniversary Companies Registry
Business Registration Certificate Renewal Company / Secretary Every 12 months or 3 years Inland Revenue Department
Profit Tax Return Company or Tax Agent Varies (based on financial year-end) Inland Revenue Department
Employer’s Return Company Every April Inland Revenue Department

As you can see, most of these compliance filings must be handled or overseen by a company secretary, which is a legal requirement for all Hong Kong private limited companies. Many businesses also choose to appoint a professional service provider from the beginning to manage these filings accurately and keep things on track, especially if they operate remotely.

1

Annual Return (NAR1)

Under Hong Kong’s Companies Ordinance (Cap. 622), all private limited companies must file an Annual Return using the NAR1 form. This document provides the Companies Registry with up-to-date information about the company’s structure and key personnel.

The Annual Return includes:

  • Company name and incorporation number
  • Type of company and incorporation date
  • Registered office address
  • Details of directors, shareholders, and the company secretary
  • Share capital structure

The Annual Return must be filed once a year within 42 days after the anniversary of the company’s incorporation. The filing is mandatory even if there are no changes to the company.

If there are changes to the company’s structure, such as appointing or removing directors or shareholders, these must be reported separately by filing the appropriate forms with the Companies Registry.

Key Information about Annual Return

How to File e-Registry (online), in person, or by post to 14/F, Queensway Government Offices
Fee HKD 105
Penalties A substantially higher registration fee, ranging from HKD 870 to HKD 3,480
Possible prosecution of officers
Risk of company strike-off

2

Business Registration Certificate (BR)

The Business Registration Certificate (BR) is issued by the Inland Revenue Department (IRD) and confirms that your company is legally registered in Hong Kong. It includes your Business Registration Number, which also serves as your tax identification number.

BR certificates are typically valid for 1 or 3 years, depending on your selection during registration. The IRD usually sends a renewal notice by post about one month before expiry, but even if you don’t receive it, you're still responsible for renewing on time.

You must display it at your business premises and keep your details updated with the IRD.

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Tip: Check out our step-by-step guide on how to renew your Business Registration Certificate.

Key Information About BR Renewal

How to File Online via the eTAX portal, by post, or in person at the Business Registration Office
Fee HKD 2,200 (1-year) or HKD 6,020 (3-year) for 2025–2026*
Penalties Late renewal: HKD 300
Possible prosecution or operational delays

*Fee exemptions may apply based on government announcements.

3

Profit Tax Return

The Profits Tax Return (PTR) is issued annually by the Inland Revenue Department (IRD) and is used to declare your company’s income and calculate how much profit tax is due. All Hong Kong-registered businesses, whether active or not, must file a PTR unless officially exempted.

For new companies, the first PTR usually arrives about 18 months after incorporation. After that, returns are issued every year, typically in April, and must be filed within one month of the issue date. The deadline may be extended if you have a tax representative.

Most companies must submit audited financial statements, a tax computation, and any required supplementary forms with their return. Even if your company has no activity, filing is still mandatory.

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Important: Even if your company qualifies for offshore tax exemption, you are still required to file a Profits Tax Return and submit supporting documents to claim the exemption.

Key Information About PTR

How to File By post, in person, or online via eTAX (limited eligibility)
Fee None (filing is free, but audit costs apply)
Penalties 10%–50% surcharge
Estimated tax assessment
Possible legal action

4

Employer’s Return

Every Hong Kong company must report staff remuneration to the Inland Revenue Department each year by filing an Employer’s Return. This applies even if your only employee is the director of the company.

The return is typically issued in April and covers the prior fiscal year (1 April to 31 March). You’ll need to declare all salaries, commissions, bonuses, and other benefits paid to employees or directors during that period.

Key Information About Employer’s Return

How to File Online via IRD’s eTAX (ER e-Filing), by post, or in person with paper BIR56A + IR56B
Fees None
Penalties Fines up to HKD 10,000
Prosecution or audits for repeat non-filing or false information

Your Business, In Good Hands

Statrys handles incorporation, compliance, and company secretary services, so you can focus on running your business.

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Changes That Require Filings

As your business grows, changes to your company’s structure are often necessary. In Hong Kong, certain updates must be formally reported to the Companies Registry to stay compliant. Let’s look at the key changes that require official notice in this section.

Change of Director or Shareholder

If you appoint or remove a director or shareholder, you must notify the Companies Registry using the appropriate forms: ND2A for directors and NSC1 for share capital changes. These changes must be reported within 15 days. Failing to file is considered a breach of the Companies Ordinance and may result in fines.

Change of Registered Address

Your registered office address must always be current, as it’s where official government notices are sent. To update it, file Form NR1 with the Companies Registry within 15 days of the change. Using an outdated address could lead to missed deadlines or legal correspondence.

Share Transfers or New Share Issuance

Transferring or issuing shares requires board approval, proper documentation, and filing with the Companies Registry. Since these changes impact ownership and control, they must be carefully recorded in the company’s statutory books and reported using the relevant forms (e.g. NSC1).

Tips for Staying Compliant

Annual compliance in Hong Kong isn’t complicated, but it does require consistency. A few simple practices can help you stay on top of deadlines and avoid unnecessary penalties. Here are some tips for staying compliant. 

  • Track deadlines proactively. Use a calendar, reminder system, or compliance tool to ensure no filings are missed.
  • Appoint a reliable company secretary. A professional service provider can handle filings, notices, and maintain statutory records.
  • Keep your records in order. Accurate and organised financial documents reduce the risk of errors or delays during audits and tax filing.

How Statrys Can Help

Compliance in Hong Kong is straightforward once you know what to expect, but managing filings, deadlines, and documents can quickly become overwhelming.

That’s where Statrys comes in. Our all-in-one company package covers everything from incorporation and government filings to company secretary services and ongoing compliance support. You’ll get automated deadline reminders, online access to all statutory documents, and mail scanning and forwarding, so you never miss a notice, no matter where you are.

All-In-One Setup With Expert Support

Stay compliant, stay organised, and let Statrys take care of the details.

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FAQs

What is the meaning of compliance requirement?

Compliance requirements refer to the legal obligations a company must meet to stay registered and in good standing with Hong Kong authorities. These include annual filings, tax returns, maintaining proper records, and notifying the government of structural changes.

What are examples of compliance requirements in Hong Kong?

Is it mandatory to appoint a company secretary in Hong Kong?

Who can help with meeting compliance requirements?

Do I need to file a Profits Tax Return if I have no income?