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Hong Kong Basic Compliance Requirements

A private limited company in Hong Kong must:

  • Maintain a local registered address (P.O. Box not allowed)
  • Maintain a local resident company secretary (individual or body corporate)
  • Maintain at least one director who is a natural person ( local or foreigner; above 18 years of age)
  • Maintain at least one shareholder (person or body corporate; local or foreigner; above 18 years of age)
  • Maintain an appointed auditor unless it is a company deemed as “dormant” under the Companies Ordinance (i.e. a company that has no relevant accounting transactions during a financial year).

Notify the Companies Registry of any changes in the company’s registered particulars including registered address, particulars of shareholders, directors, company secretary, changes in share capital, etc. as follows:

  • Notification of change of address of registered office – within 15 days after the date of change
  • Notification of change of secretary and director (Appointment/Cessation) – within 15 days from the date of appointment or ceasing to act
  • Notification of change of particulars of secretary and director – within 15 days from the date of change of particulars
  • Notification of Change of Company Name – filing of statutory form NNC2 within 15 days after the passing of the special resolution to change the company name
  • Notification of the passing of a special resolution or certain other resolutions – within 15 days after the passing of resolution
  • Notification of any relocation of the company’s statutory books from the company’s registered office – within 15 days after the change.
  • Notification of any allotment or issue of new shares – within one month after the allotment or issue.

Renew business registration one month before expiry on an annual basis or once every three years, depending on whether your Certificate is valid for one year or three years. The Business Registration Certificate must be displayed at all times at the principal place of business for the company.

Hold an Annual General Meeting (AGM) within 18 months from the date of incorporation; subsequent AGMs must be held every calendar year, with the interval between each AGM not exceeding 15 months. The directors must table the company’s financial accounts (i.e Profit and Loss Account and Balance Sheet) in compliance with Hong Kong’s Financial Reporting Standards (FRS) framework. A directors report must be prepared in conjunction with the annual accounts.

Comply with annual accounts filing deadlines and requirements of Hong Kong’s Companies Registry and Tax Authority. More details on this are provided later in this article. Maintain the following records and documents at all times: Incorporation Certificate, Business Registration Certificate, Articles of Association, minutes of all meetings of directors and members, updated financial records, company seal, share certificates, registers (including members register, directors register and share register).

Maintain necessary business licences, as applicable.

Maintain accurate and detailed accounting records to enable the assessable profits of the business to be readily ascertained. All records must be retained for seven years from the transaction date. Failure to do so will attract a penalty. If the accounting records are kept outside Hong Kong, the returns must be kept in Hong Kong. Since 1st January 2005, Hong Kong has adapted a Financial Reporting Standards (FRS) framework that has been modelled on International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).

A company’s business records must include:

  • The books of accounts recording receipts and payments, or income and expenditure
  • The underlying documentation necessary to verify the entries in the books of account; such as vouchers, bank statements, invoices, receipts and other relevant papers
  • A record of the assets and liabilities of the business
  • A daily record of all money received and expended by the business together with supporting details of the receipts or payments