Hong Kong Annual Compliance Calendar: Key Deadlines for Company Secretaries
Track every Hong Kong company compliance deadline with this annual calendar for company secretaries, including NAR1, tax returns, and SCR updates.
Hong Kong Annual Compliance Calendar for Company Secretaries
For a company secretary managing a portfolio of Hong Kong companies, a single reference mapping every recurring statutory deadline to its month or quarter is essential. This hong kong annual compliance calendar organises filings required by the Companies Registry (Cap. 622) and the Inland Revenue Department (Cap. 112) into a practical schedule, stating the consequences of missing each deadline.
This calendar applies to a private limited company incorporated under the Companies Ordinance (Cap. 622). Public companies, listed companies and companies limited by guarantee have additional obligations not covered here.
Annual Return - Form NAR1
The annual return is the most important recurring filing at the Companies Registry. Every private company must deliver a return in Form NAR1 within 42 days of its return date, the anniversary of incorporation.
What the form contains. The return shows the company's current particulars: registered office address, shareholders, directors, company secretary, issued share capital and the location of the Significant Controllers Register. Any change during the year must be reflected.
Consequences of missing the deadline. Late filing incurs a stepped penalty. The fee rises from the standard HK$105 to HK$870 if filed after 42 days but within three months, and increases further for longer delays. The company and every responsible officer commit an offence and may be prosecuted. A company more than six months late may be struck off the register.
Practical tip. Set an internal reminder for 60 days before the return date. This window allows you to confirm that all changes of director, secretary or registered office have been notified on the correct forms (ND2A, ND2B, NR2) before the annual return is submitted.
Profits Tax Return - Form BIR51
The Inland Revenue Department issues profits tax returns on a staggered basis. The IRD does not send a return to every company every year. It issues Form BIR51 to selected companies, with the first batch in April and subsequent batches in August and November.
Filing deadline. The deadline is one month from the issue date. An extension of up to two months may be granted if the company's accounts are prepared to a date that falls within a prescribed period. The extension is requested in writing and is not automatic.
Consequences of missing the deadline. A late filing penalty of HK$1,200 applies to the first late return, rising to HK$3,000 for subsequent defaults. The IRD may also issue an estimated assessment, which the company must pay even if the estimate is wrong. Prosecution is possible for persistent non-compliance.
Practical note. Track the IRD's issue schedule and confirm with the accountant or tax representative that the return has been received. Failure to receive a return does not absolve the company of its filing obligations.
Employer's Return - Form BIR56A
Every employer in Hong Kong must file an employer's return for each employee. The IRD issues Form BIR56A and the accompanying employee schedules (IR56B) in early April each year.
Filing deadline. The deadline is one month from the issue date, normally the first week of May.
What it covers. The return covers remuneration paid to all employees during the preceding year of assessment, including salaries, bonuses, commissions, housing benefits and share awards. The return must include directors, even if they receive no salary.
Consequences of missing the deadline. A late filing penalty of HK$1,200 per form applies. The IRD may also estimate the employer's tax liability and issue a penalty assessment. Directors who are not included may face personal tax enquiries.
Practical tip. Prepare the employee schedules in March, before the IRD issues the form. This avoids the April rush when accountants are also working on profits tax returns.
Business Registration Renewal
Every company registered under the Business Registration Ordinance (Cap. 310) must renew its business registration certificate annually. The IRD sends the renewal notice one month before the expiry date.
Filing deadline. Renew the certificate within one month of the expiry date shown on the existing certificate.
Registration fee. The standard fee is HK$2,150 per year (as of the 2025-26 financial year). A reduced fee of HK$325 applies if the company qualifies for the waiver under the one-year business registration fee concession, which is renewed annually by the government.
Consequences of missing the deadline. A late renewal penalty of HK$300 is charged. If the certificate expires and the company continues to operate, it is carrying on business without a valid business registration, which is an offence.
Practical note. The business registration renewal is separate from the annual return. The two deadlines may fall in different months. Maintain a separate tracker for each.
Significant Controllers Register - Ongoing Obligations
The Significant Controllers Register is not a one-time filing. It must be kept up to date throughout the year. The register is maintained at the company's registered office or another prescribed place in Hong Kong and is not open to public inspection.
Ongoing obligations. - Enter any new significant controller within seven days of becoming aware of the change. - Update the particulars of an existing significant controller within seven days. - Remove a person who ceases to be a significant controller within seven days. - Ensure the designated representative is always appointed and contactable.
Consequences of non-compliance. Every responsible officer commits an offence and is liable to a fine of up to HK$25,000. Continued contravention attracts a daily default fine of HK$700. The Companies Registry conducts random inspections and may prosecute.
Practical tip. Review the SCR at the same time as the annual return preparation. This ensures the register matches the shareholder information on Form NAR1.
Accounting Records - Retention Period
The Companies Ordinance (Cap. 622) requires every company to keep accounting records that sufficiently explain the company's transactions and enable the financial position to be determined with reasonable accuracy.
Retention period. Keep records for seven years from the date of the transaction or the end of the financial year to which the records relate, whichever is later.
Consequences of non-compliance. Every responsible officer commits an offence and is liable to a fine of up to HK$300,000 and imprisonment for up to three years.
Practical note. The seven-year rule applies even after the company has ceased trading. A company that is struck off or dissolved must still have kept its records for the full period before disposal.
Hong Kong Company Secretary Compliance Deadlines - Quarterly Review
A quarterly review is a practical way to manage the calendar. Check the following at the start of each quarter:
- Q1 (January-March). Confirm the previous year's employer's return was filed. Prepare the employee schedules for the current year. Check the annual return dates for companies incorporated in the first quarter.
- Q2 (April-June). File the employer's return by early May. File profits tax returns issued in the April batch. Renew business registration certificates that expire in this quarter.
- Q3 (July-September). File profits tax returns issued in the August batch. Review the SCR for any changes since the last review.
- Q4 (October-December). File profits tax returns issued in the November batch. Prepare the annual return for companies with return dates in the first quarter of the following year.
Hong Kong Corporate Compliance Calendar - Summary of Key Deadlines
| Filing | Issuing authority | Deadline | Late consequence |
|---|---|---|---|
| Annual return (Form NAR1) | Companies Registry | Within 42 days of return date | Stepped penalty from HK$870 |
| Profits tax return (Form BIR51) | Inland Revenue Department | Within one month of issue date | Penalty HK$1,200; estimated assessment |
| Employer's return (Form BIR56A) | Inland Revenue Department | Within one month of issue date (early May) | Penalty HK$1,200 per form |
| Business registration renewal | Inland Revenue Department | Within one month of expiry date | Penalty HK$300 |
| SCR updates | Company's own register | Within seven days of change | Fine up to HK$25,000 |
Hong Kong Annual Compliance Checklist
A company secretary who follows this checklist each year will meet every statutory deadline:
- Confirm the annual return date for each company and set a reminder 60 days before.
- Prepare Form NAR1 and file it within 42 days of the return date.
- Monitor the IRD's issue schedule for Form BIR51 and file within one month.
- Prepare employee schedules in March and file Form BIR56A by early May.
- Renew the business registration certificate before it expires.
- Review the Significant Controllers Register quarterly and update within seven days of any change.
- Retain accounting records for seven years.
- Confirm that the designated representative is appointed and contactable.
Each of these items is a separate obligation under Cap. 622 or Cap. 310. Missing any one of them exposes the company and its officers to penalties, prosecution or strike-off. The calendar is not a suggestion. It is a compliance requirement.
Sources
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