Hong Kong Limited Company Reporting Requirements

There are three reporting requirements for a Hong Kong limited company :

Hong Kong Company Registry (CR)

File Annual Return and pay the filing fee accordingly on every year's anniversary date. During the year, file to CR any change in company constitution and matters required by the Company Ordinance. Those information filed will be available for public search. You can regard this as a criteria for your company to enjoy the status of "limited liability". Any undue compliance of CR requirement may make a contract not enforceable. Keep proper record of company minutes and information in a Statutory Record Book.

Annual General Meeting of a company held once a year. The ordinary business of which concerns Directors, Accounts, Auditors and dividend, then an annual return made by a company and filed at the Companies Registry, explaining details of Capital, Charges, Directors, Secretary, Members and place of statutory records. If fail to file the annual return, the maximum penalty fee is HK$3,480. An annual general meeting (AGM) must be held once in every calendar year and not more than 15 months after the last preceding AGM. However, a company need not hold its first AGM until 18 months of its incorporation. A company can dispense with the holding of AGM if everything that is required or intended to be done at the meeting is done by resolutions.

Public Filings. The names and personal particulars of the directors and secretary, register of charges, share capital, registered office address, etc, must be filed with the Companies Registry upon formation and if there is any changes thereafter. A private company does not need to file its accounts for public inspection, but proper books of accounts are to be kept.

Accounts & Auditors

Every company is required to appoint an auditor each year at its AGM. An auditor must be qualified by virtue of the Hong Kong Professional Accountants Ordinance and completely independent of the company. In case of private company, its audited accounts must be laid before its AGM not more than nine months from its financial year-end. The company must compile audited accounts annually who prepared by a registered Hong Kong auditor. The first audited accounts must be prepared up to date within 18 months after incorporation.

The company secretary (charges for provision of company secretary) must be a Hong Kong resident or company and we can provide this service.

(The above description may not applicable to Overseas Company)

Inland Revenue Department

Renew business registration (BR) every year. No matter you actually do business or not (dormant), it is necessary to renew BR. If for any reason, you omitted any year of renewal, you still have to pay them up even you want to close the company.

File Profits Tax Return. The first thing to do is select a year end. If no other reason, we suggest 31st March. As your company starts not on 1st April, your first year will not has exactly 12 months of record. The first set of Profits Tax Return will arrive around 18 months after your incorporation. However, please don't delay in doing accounting, auditing and report proactively to the IRD. Legally it is tax payer's duty and late report may lead to penalty, especially when IRD finds you're delaying government revenue. (detailed information on Profits Tax)

File Employer's Return for your employees. This is to report to IRD how much salary you paid to your staff in the past year. The year end is always 31st March. To fulfill above, you need an accountant to prepare the financial statements, an auditor to issue an Auditor's Report and to file the tax returns.

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