After company incorporation Hong Kong next steps

After Company Incorporation Hong Kong Next Steps

Your company legally exists once you hold the Certificate of Incorporation and Business Registration Certificate. The post-incorporation period demands prompt action on several statutory and operational fronts.

Hong Kong Company Post Incorporation Checklist

Appoint a company secretary. Every Hong Kong company must have one. The secretary must be a natural person ordinarily resident in Hong Kong or a body corporate with a registered office or place of business in Hong Kong. A company with a sole director cannot appoint that same person as its sole company secretary. File the appointment on Form ND2A.

Establish the registered office. This must be a physical Hong Kong address; a post office box is not acceptable. The registered office receives all official correspondence and houses the statutory registers. If you keep the registers elsewhere, notify the Registrar on Form NR2.

Prepare the statutory registers. You must maintain the register of members, register of directors, register of company secretaries, register of charges, and the Significant Controllers Register. Keep these registers at the registered office or another prescribed place in Hong Kong. The Significant Controllers Register has been required since 1 March 2018 and must record anyone holding more than 25% of the issued shares or voting rights, or otherwise exercising significant influence or control. The company must designate a representative to assist law enforcement.

Open a corporate bank account. Banks conduct customer due diligence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance. They typically require the Certificate of Incorporation, the Business Registration Certificate, the articles of association, proof of the registered office, and identification for directors, shareholders, and significant controllers. Account opening is a compliance process, not a formality. Applications may be declined where the business has no demonstrable connection to Hong Kong or where the ownership structure is opaque.

What to Do After Incorporating in Hong Kong

Understand the first compliance deadlines. Deliver the annual return, Form NAR1, to the Companies Registry within 42 days after your company's incorporation anniversary. The on-time registration fee for a private company is HK$105. Late delivery incurs higher fees: HK$870 within three months, HK$1,740 within six months, and so on. A private company that has declared itself dormant is exempt from delivering an annual return, but must still deliver the return for the year in which it declares dormancy if the declaration is made after the 42-day period passed.

The Inland Revenue Department will issue a profits tax return, Form BIR51. Returns are generally due within one month of issue. Where a tax representative is appointed, the Department publishes a block extension letter setting later dates by accounting date.

Every Hong Kong company must have its financial statements audited by a practising certified public accountant registered with the HKICPA. Small private companies meeting the section 359 criteria may prepare financial statements under the reporting exemption (SME-FRF and SME-FRS), but the audit requirement remains.

Hong Kong Company Setup Next Steps

Renew the Business Registration Certificate. Issued by the Inland Revenue Department, the certificate is available as a 1-year or 3-year certificate. It is not a trade licence. Renew it before it expires to avoid penalties.

Check whether your business activity requires a separate licence. Business registration is not a trade licence. Specific activities require separate licences from their regulating department. Food businesses are licensed by the Food and Environmental Hygiene Department, travel agents by the Travel Industry Authority, and employment agencies by the Commissioner for Labour. Money service operators need a licence from Customs and Excise. Securities and futures activities need a licence from the Securities and Futures Commission. If your activity falls into a regulated category, apply for the relevant licence before trading.

Enrol employees in an MPF scheme. If you employ staff, enrol each employee in a Mandatory Provident Fund scheme within 60 days of employment starting. Both employer and employee contribute 5% of the employee's relevant income. Employees' compensation insurance under the Employees' Compensation Ordinance (Cap. 282) is compulsory for every employer.

Company Incorporation Hong Kong Follow up

Keep accounting records. The company must keep accounting records sufficient to show and explain its transactions and to disclose its financial position with reasonable accuracy. Keep these records for seven years. Records may be kept outside Hong Kong, but accounts and returns sufficient to disclose the financial position must be sent to and kept in Hong Kong.

Designate a representative for the Significant Controllers Register. The company must designate a representative to assist law enforcement. That person may be a director, a company secretary, or an external service provider. Record the designation in the register.