Hong Kong Compliance Guide

Company Incorporation  

Company incorporation process 

Incorporating a company in Hong Kong involves submitting the required incorporation documents to the Companies Registry and obtaining a Business Registration Certificate.  

Director requirements 

Every Hong Kong private company must have at least one director.  

Shareholder requirements 

Shareholders are the owners of a company and play an important role in its governance.  

Company secretary requirements 

All Hong Kong companies are required to appoint a company secretary.  

Registered office requirements 

Every Hong Kong company must maintain a registered office address in Hong Kong.  

Business Registration Certificate 

A Business Registration Certificate is an essential document for operating a business in Hong Kong.  

Typical incorporation timeline 

Understanding the expected timeline can help businesses plan effectively.  

Ongoing compliance obligations after incorporation 

Incorporating a company is only the first step. The key ongoing compliance obligations, including annual filings, maintenance of statutory records, tax filings, and corporate governance requirements to keep the company in good standing. 

Annual Compliance Requirements 

Annual Return 

Hong Kong companies are required to file an Annual Return with the Companies Registry each year. The Annual Return contains key company information, including details of directors, shareholders, the company secretary, and the registered office. 

Business Registration Renewal  

Every business operating in Hong Kong must maintain a valid Business Registration Certificate.  

Maintaining Statutory Records 

Companies are required to maintain various statutory records, including registers of directors, members, company secretaries, and significant controllers. Proper record-keeping is essential to ensure compliance with the Companies Ordinance and facilitate corporate governance. 

Company Secretary Requirements 

Every Hong Kong company must appoint a company secretary throughout its existence.  

Compliance Calendar 

In Hong Kong, companies are required to comply with a number of ongoing statutory obligations on an annual basis, including: 

• Annual Return filing 
• Business Registration renewal 
• Annual General Meeting ("AGM") requirements (where applicable) 
• Preparation of audited financial statements 
• Profits Tax Return filing 

Certain filings and corporate actions are also required when specific changes occur within the company, including: 

• Change of Directors 
• Change of Company Secretary 
• Allotment of Shares 
• Transfer of Shares 
• Change of Registered Office Address 
• Change of Auditor 
• Change of Company Name 
• Changes to Share Capital or Shareholding Structure 

Failure to comply with these requirements may result in penalties, late filing fees, or other regulatory consequences. Our team can assist with managing these obligations and ensuring your company remains compliant with Hong Kong statutory requirements. 

FAQ Library 

Clients frequently search for answers to questions such as: 

Do I need a company secretary in Hong Kong? 

Yes. Every Hong Kong company must appoint a company secretary. The company secretary is responsible for helping the company meet its statutory compliance obligations, maintaining corporate records, and filing required documents with the Companies Registry. 

What is NAR1? 

Form NAR1 is the Annual Return that must be filed with the Companies Registry each year. It contains the company's key particulars, including its registered office, directors, company secretary, and share capital information. 

What happens if my annual return is late? 

Late filing of an Annual Return may result in significantly increased government filing fees and potential prosecution for continued non-compliance. Companies should ensure the return is filed before the applicable deadline. 

Can a director resign immediately? 

In most cases, yes. A director may resign by giving notice to the company in accordance with the company's Articles of Association. The effective date will generally be the date specified in the resignation notice or, if no date is specified, the date the notice is received by the company. 

How do I transfer shares? 

A share transfer typically involves the execution of a transfer instrument, payment of any applicable stamp duty, approval by the directors (if required), updating the Register of Members, and issuing a new share certificate to the transferee. 

Is an AGM mandatory? 

Not necessarily. Under the Hong Kong Companies Ordinance, private companies may dispense with holding an AGM by passing written resolutions, unless the company's Articles of Association provide otherwise. 

How do I change auditors? 

The process depends on whether the auditor is resigning, retiring, or being removed. Generally, the company must receive the outgoing auditor's notice, complete any required filings with the Companies Registry, and appoint a new auditor in accordance with the Companies Ordinance and the company's Articles. 

What is an SCR? 

The Significant Controllers Register (SCR) is a statutory register that records individuals or entities that have significant control over a Hong Kong company. Most Hong Kong companies are required to maintain an SCR and keep it up to date. 

How do I deregister a company? 

A company may apply for deregistration if it is solvent, has ceased business, has no outstanding liabilities, and satisfies the eligibility requirements. The company must first obtain a Notice of No Objection from the Inland Revenue Department before submitting the deregistration application.

When is a Members' Voluntary Liquidation (MVL) required? 

A MVL is generally used when a solvent company wishes to formally wind up its affairs and distribute its remaining assets to shareholders. It is commonly used where the company holds assets or where deregistration is not appropriate.