Incorporation is only the first step. Once formed, a Hong Kong company must keep meeting filing, record-keeping, tax reporting and maintenance requirements set by the Companies Registry and the Inland Revenue Department, for as long as it exists.
Missed obligations can lead to late fees, statutory fines, daily default penalties, estimated tax assessments and prosecution of the company and its officers. Almost all of it is predictable and manageable with a compliance calendar and early preparation.
At a glance
- Annual Return (NAR1)
- Within 42 days after each incorporation anniversary
- Profits Tax Return
- By the date on the return; first usually about 18 months after incorporation
- Employer's Return
- Within 1 month of issue (usually early April)
- Business Registration
- Renew before expiry, every 1 or 3 years
- Records
- Keep for at least 7 years
- Changes
- Generally within 15 days; share allotments within 1 month
Core compliance obligations
| Obligation | Deadline | Maximum penalty exposure |
|---|---|---|
| Annual Return (NAR1) | Within 42 days after each incorporation anniversary | Rising registration fee to HK$3,480; prosecution up to HK$50,000 plus HK$1,000 per day |
| Profits Tax Return | As stated on the return | Fine up to HK$10,000, estimated assessment and further penalties |
| Employer's Return (BIR56A / IR56B) | Within 1 month of issue | Fine up to HK$10,000; up to three times undercharged tax if incorrect |
| Business Registration renewal | Before the expiry date on the demand note | Prosecution risk and fines |
| Accounting records | Continuous; keep 7+ years | Fine up to HK$100,000 (Inland Revenue Ordinance, s.51C) |
| AGM or written resolutions (where required) | Private company: within 9 months after the end of the accounting reference period | Fines on the company and officers in default |
| Notification of changes | Generally within 15 days; 1 month for share allotments | Up to HK$50,000 or HK$25,000 plus daily default fines |
These are government-imposed penalties, separate from any professional fees for the underlying work.
Annual Return (NAR1)
The Annual Return updates the public record of the registered office, directors, company secretary, shareholders and share capital. On time, the government fee is HK$105.
| Delay after the 42-day window | Government fee (HK$) |
|---|---|
| Within 3 months | 870 |
| 3 to 6 months | 1,740 |
| 6 to 9 months | 2,610 |
| More than 9 months | 3,480 |
Profits Tax Return
The IRD typically issues returns on the first working day of April, generally to be filed with audited financial statements, the auditor's report and a tax computation. Filing deadlines depend on the accounting year end. We usually recommend a 31 March year end where practical, as it aligns with the IRD's standard cycle, unless group reporting requires another date. Always check the deadline on the return actually issued, and request an extension if needed.
Employer's Return and IR56 forms
| Event | Form | Deadline |
|---|---|---|
| Annual return of remuneration | BIR56A + IR56B | Within 1 month of issue |
| New employee | IR56E | Within 3 months of commencement |
| Employee ceasing employment, staying in Hong Kong | IR56F | At least 1 month before the last day |
| Employee leaving Hong Kong | IR56G | At least 1 month before departure; withhold payments until release |
Business Registration
Renew before the expiry date on the demand note, which the IRD generally issues about one month ahead. Make sure official correspondence reaches you so renewal notices are not missed.
Financial records
Keep proper accounting records reflecting the true financial position, including receipts, invoices, bank statements, ledgers, contracts, payroll and asset registers, for at least seven years. Poor record-keeping delays audits, causes tax errors and creates risk for directors personally.
Notification of changes
| Change | Form | Deadline | Penalty exposure |
|---|---|---|---|
| Registered office address | NR1 | 15 days | Up to HK$50,000 + HK$1,000/day |
| Appointment or resignation of director or secretary | ND2A | 15 days | Up to HK$25,000 + HK$700/day |
| Change in particulars of director or secretary | ND2B | 15 days | Up to HK$25,000 + HK$700/day |
| Change of company name | NNC2 | 15 days after the special resolution | Penalties may apply |
| Allotment of shares | NSC1 | 1 month | Up to HK$25,000 + HK$700/day |
Sector-specific obligations
- Critical infrastructure: the Protection of Critical Infrastructures (Computer Systems) Ordinance, in effect since 1 January 2026, applies to designated operators in sectors such as banking, IT, energy, healthcare, telecommunications, broadcasting and transport. Fines range from HK$500,000 to HK$5,000,000.
- DPMS: dealers in precious metals and stones must keep their registration valid and renew before expiry with the Customs and Excise Department. Continuing without valid registration is a serious breach.
Recommended internal controls
- Maintain a compliance calendar covering every annual and event-driven deadline.
- Tell your company secretary promptly about any change in particulars.
- Keep books complete and up to date throughout the year.
- Start audit and tax preparation early.
- Review government correspondence immediately.
- Assign one person internally to coordinate with directors, accounts, payroll and the company secretary.
- Setting up your compliance calendar and tracking every deadline, with reminders sent in advance.
- Annual Returns, change notices, registers and resolutions as company secretary.
- Bookkeeping, audit coordination, Profits Tax and Employer's Returns.
- A compliance health check on where your company stands today, confirmed in writing.
In summary
- Compliance continues for the whole life of the company.
- Most penalties are for missed deadlines and are avoidable.
- A calendar and early preparation do most of the work.
Official references
- Companies Ordinance (Cap. 622)
- Inland Revenue Ordinance (Cap. 112); Business Registration Ordinance (Cap. 310)
- Companies Registry, www.cr.gov.hk; Inland Revenue Department, www.ird.gov.hk