Hong Kong company annual compliance: annual return, accounts, audit and tax return
The yearly obligations of a Hong Kong private limited company: annual return, business registration, audit and profits tax return, with current official fees.
In this post
A Hong Kong private company has four recurring obligations: an annual return to the Companies Registry, a business registration certificate renewed with the Inland Revenue Department (IRD), audited financial statements unless the company is dormant, and a profits tax return to the IRD. The annual return has a fixed window of 42 days after the incorporation anniversary, and the Registry has no power to extend it. The profits tax return has its own compliance date, printed on the notice the IRD sends.
The figures below come from the Companies Registry and IRD pages and circulars opened for this post in November 2026, and from the text of the Companies Ordinance (Cap. 622) hosted by the Registry. Fees and rules change, so check the official pages each year before you act on them.
The yearly cycle at a glance
- Annual return to the Companies Registry, tied to the incorporation anniversary.
- Business registration, a certificate with an annual fee and levy, renewed with the IRD.
- Audited financial statements for each financial year, unless the company is dormant.
- Profits tax return from the IRD for the year of assessment.
The annual return follows the incorporation date, so diarise it first. The audit and the profits tax return depend on the company's financial year-end and on the notice the IRD issues.
The annual return
The Companies Registry's annual return page says a local private company must deliver its annual return "within 42 days after the anniversary of the date of the company's incorporation in that year". The return is on Form NAR1 and carries the company's particulars as at the made-up date, including the registered office, shareholders, directors and company secretary. An on-time return costs an annual registration fee of HK$105.
The page says: "The Registrar of Companies does not have power to extend the statutory time limit for the delivery of annual return." If the due date falls on a Saturday, the deadline does not move. A return that is unsigned or comes with the wrong fee is rejected and does not count as delivered.
Late delivery fees and penalties
If the return is late, the Registry's table sets these fees for a private company:
| Delivered | Fee |
|---|---|
| Within 42 days after the anniversary | HK$105 |
| More than 42 days, within 3 months after the return date | HK$870 |
| More than 3 months, within 6 months | HK$1,740 |
| More than 6 months, within 9 months | HK$2,610 |
| More than 9 months | HK$3,480 |
The "return date" is the anniversary of incorporation. The Registry says it has no power to waive the higher fees.
The page also says it is a criminal offence to fail to deliver the return in time. Under section 662 of the Companies Ordinance the company and every responsible person may be prosecuted. The page gives the maximum penalty as HK$50,000 for each breach, and a daily default fine of HK$1,000 for a continuing offence.
Company secretary and registered office
The annual return reports both, and the law sets rules for each.
- Company secretary. Section 474 of the Companies Ordinance, in the Registry's text of Part 10, requires every company to have one. If the secretary is a natural person, they must ordinarily reside in Hong Kong. If it is a body corporate, it must have its registered office or a place of business in Hong Kong. Under section 475(2), a private company with only one director cannot have that director as its company secretary.
- Registered office. The Registry's FAQ on incorporation says the registered office of a local company must be in Hong Kong.
- Changes. The Registry's FAQ on directors and secretaries says a change of director or company secretary is reported on the specified form within 15 days.
Business registration
Business registration is a separate regime, under the Business Registration Ordinance (Cap. 310), run by the IRD. The IRD's fee and levy table shows, for certificates starting between 1 April 2026 and 31 March 2027:
| Certificate | Fee | Levy | Total |
|---|---|---|---|
| 1-year business registration | HK$2,200 | HK$150 | HK$2,350 |
| 3-year business registration | HK$5,720 | HK$450 | HK$6,170 |
The same table shows no levy for certificates starting in the year to 31 March 2026, which matches the IRD's 2024-25 Budget notice on the two-year levy waiver. The table says the amount payable generally depends on the commencement date of the certificate, so check the date on your own certificate and the table before paying a renewal.
Audited financial statements
The Registry's accounts and audit page says: "audit of the financial statements is still required for all companies, except dormant companies (section 447), under the new CO." An audit is therefore the default for a private company, and the exception is the dormant company, not the small one.
A separate size test allows simplified financial and directors' reports (the "reporting exemption"). A small private company qualifies if it meets two of three conditions in a financial year: revenue of no more than HK$100 million, total assets of no more than HK$100 million, and no more than 100 employees. For a company formed under the current Ordinance, the page says it falls within the exemption if it meets the criteria in its first financial year. Otherwise it "has to meet the size criteria for 2 consecutive financial years". The exemption concerns the form of the reports. The page's statement that audit is still required applies to every company that is not dormant.
Ask the auditor early for the year-end timetable. The audit sits in the calendar alongside the annual return and the profits tax return.
Profits tax return
The IRD's profits tax page says profits tax is charged on assessable profits for each year of assessment. For corporations the normal rate is 16.5%. For the year of assessment 2018/19 onwards the two-tiered rates are 8.25% on assessable profits up to HK$2,000,000 and 16.5% on the part above. The page read here does not set out the conditions for the lower tier, so ask the accountant which rate applies to your company, especially if it belongs to a group.
The basis period follows the company's accounts. The page says it is the year ended 31 March in the relevant year, or, "where the annual accounts are made up to any day other than 31 March, the year ended on that day in the relevant year", with special rules when a business starts, stops or changes its accounting date. It is not a free choice. Profits from the sale of capital assets are outside the charge, and the page excludes dividends received from a corporation that is itself subject to Hong Kong profits tax. Hong Kong profits tax is territorial, so the accountant must also check whether the profits arise in or are derived from Hong Kong.
When the return is due
The IRD sends a notice to file with the return. Its circular letter on the 2025/26 block extension scheme says returns for active corporation files were issued in bulk on 1 April 2026, and the compliance date is on page 1 of the return. For taxpayers represented by a tax representative, the circular extends that date by accounting date code:
| Accounting date | Extended due date (2025/26) |
|---|---|
| 1 April to 30 November 2025 | No extension |
| 1 to 31 December 2025 | 17 August 2026 |
| 1 January to 31 March 2026 | 16 November 2026 |
The circular adds a further one-month extension for returns filed electronically through the Business Tax Portal, on application, and one for "M" code loss cases (to 1 February 2027). A taxpayer receiving a first return during the year may have 3 months from issue. These dates are for the year of assessment 2025/26 and change each year. Your own notice and your tax representative's timetable govern.
The circular warns that where returns are not lodged by the extended due date, estimated assessments will be issued or penalty proceedings begun under section 80 or 82A of the Inland Revenue Ordinance. We did not open those sections, so the penalty amounts are not stated here.
Keeping the file through the year
Each filing is only as good as the records behind it. Keep the board resolutions, bank records, invoices and ledger for the year so the audit and the tax return can be prepared from them.
What this checklist does not cover
This post does not cover the annual general meeting and member resolutions, the significant controllers register, or other filings after a change of directors, shareholders or registered office. The Companies Registry's pages on these should be read alongside this one.
For how a Hong Kong private company is set up in the first place, see the basics of a Hong Kong private company limited by shares. If the company is a parent with subsidiaries, the consolidated financial statements post explains the group accounts. For how this site approaches its own material, see our approach.
Not legal, tax or accounting advice
This checklist is general information about the Hong Kong yearly cycle. It is not legal, tax or accounting advice. The fees and deadlines are those on the official pages opened in November 2026, and they may have changed since. A director should confirm the current dates with the Companies Registry and the IRD, and should ask a licensed accountant or company secretary to run the cycle for the company.
Sources
- Companies Registry: annual return for a local private company
- Companies Registry: accounts and audit under the Companies Ordinance (Cap. 622)
- Companies Registry: Companies Ordinance (Cap. 622), Part 10, sections 474 and 475 (company secretary)
- Companies Registry: FAQ on incorporation (registered office)
- Companies Registry: FAQ on directors and company secretary
- Inland Revenue Department: business registration fee and levy table
- Inland Revenue Department: 2024-25 Budget, business registration fees and levy waiver
- Inland Revenue Department: profits tax
- Inland Revenue Department: circular letter on the block extension scheme for 2025/26 tax returns