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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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