Annual Compliance Requirements for Hong Kong Companies

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.

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.

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.

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.

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.

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.

*Fee exemptions may apply based on government announcements.

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.

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.

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.

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.

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.

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).

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.

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.