Can I be my own company secretary?

Yes, you can be your own company secretary if you are an individual who ordinarily resides in Hong Kong. The appointment must be made within one month of incorporation and filed on Form NNC1. If you are not resident in Hong Kong, you must appoint a corporate secretary with a registered office in Hong Kong.

What happens if I file my annual return a week late?

If you file your annual return between 42 days and three months late, the registration fee increases to HK$870. The standard on-time fee is HK$105. The fee escalates further the longer the delay, so filing promptly after the deadline reduces the financial penalty.

Do I need an audit if my company didn't trade?

Yes, an audit is required unless your company has declared itself dormant. All Hong Kong companies must have their financial statements audited by a certified public accountant, even if there was no trading activity. The audit requirement is only removed for companies that are formally dormant.

What is a significant controllers register?

A significant controllers register identifies individuals with significant control over the company, such as holding more than 25% of shares or voting rights. The register must be kept at the registered office and is not open to the public. You must also designate a representative as a point of contact for law enforcement.

First year compliance obligations for a new Hong Kong company

Guide to first year compliance obligations for a new Hong Kong company, including annual return, audit, and register setup.

Updated 2 September 2026

First Year Compliance Obligations for a New Hong Kong Company

Directors of a new Hong Kong company must meet obligations set out in the Companies Ordinance (Cap. 622) and the Business Registration Ordinance (Cap. 310). Deadlines begin on incorporation day. A company secretary and registered office must be in place within one month. The significant controllers register must be established. The first annual return falls due 42 days after the first anniversary. The Business Registration Certificate must be renewed. An auditor must be appointed. Each obligation carries its own deadline and its own penalty for missing it.

First Year Compliance Obligations Hong Kong Company: The Statutory Framework

The Companies Registry administers most first-year compliance under Cap. 622. The Inland Revenue Department handles business registration under Cap. 310. Miss a deadline and the company risks late fees, prosecution, or strike-off.

Hong Kong New Company Compliance Checklist

Within One Month of Incorporation: Appoint a Company Secretary

Every Hong Kong company must have a company secretary. An individual secretary must ordinarily reside in Hong Kong. A corporate secretary must have its registered office in Hong Kong. File the secretary’s name and particulars on Form NNC1 at incorporation. If the secretary changes during the first year, file Form ND2A within 15 days of the change.

Within One Month of Incorporation: Designate a Registered Office

The company must maintain a registered office in Hong Kong from the date of incorporation. The address is filed on Form NNC1. This is the official address for service of legal documents and all correspondence from the Companies Registry and the Inland Revenue Department. Notify any change of registered office within 15 days by Form NR1.

First Year Hong Kong Company Statutory Requirements: The Significant Controllers Register

Since 1 March 2018 every Hong Kong company must keep a significant controllers register. Keep it at the registered office or a prescribed place in Hong Kong. The register is not open to public inspection.

Identify any person who holds more than 25% of the issued shares or voting rights. Other types of significant controller include anyone who holds the right to appoint or remove a majority of the board, or who exercises significant influence over the company. Take reasonable steps to identify significant controllers within the first year.

The company must also designate a representative. This can be a director, the company secretary, or a person approved by the board. The designated representative is the point of contact for law enforcement and must provide assistance on request.

Hong Kong Company Incorporation First 12 Months: The Annual Return and Form NAR1

The first annual return is due within 42 days of the return date. The return date is the anniversary of incorporation. A company incorporated on 15 March 2025 has a return date of 15 March 2026 and must deliver Form NAR1 to the Companies Registry on or before 26 April 2026.

The registration fee for a private company filing on time is HK$105. Late delivery triggers escalating fees:

Period late	Fee
More than 42 days but within 3 months	HK$870
More than 3 months but within 6 months	HK$1,740
More than 6 months but within 9 months	HK$2,610
More than 9 months	HK$3,480

The annual return must include the company’s particulars as at the return date: the registered office address, the names of directors and the company secretary, and the share capital information.

Dormant company exemption. A private company that has declared itself dormant is exempt from delivering an annual return for the years after the declaration. But the exemption does not apply retrospectively. If the dormant declaration is made after the 42-day period for the first annual return has already passed, the company must still deliver that first return.

Business Registration Certificate Renewal

The Business Registration Certificate is issued by the Inland Revenue Department under Cap. 310. It is not a trade licence. The certificate is valid for either one year or three years, depending on the option selected at incorporation.

The first renewal date is the anniversary of the date of registration. The Inland Revenue Department sends a renewal notice to the registered office. Pay by the due date shown on the notice. A company that fails to renew faces a penalty of HK$2,000 under Cap. 310 and the certificate may lapse.

Audit and Financial Statements

Every Hong Kong incorporated company must have its financial statements audited by a practising certified public accountant registered with the HKICPA. The audit is required even if the company has had no trading activity in the first year. The sole exception is a company that has declared itself dormant.

Small private companies that meet the criteria in section 359 of Cap. 622 may prepare financial statements under the reporting exemption using SME-FRF and SME-FRS. This exemption relieves the company from applying full Hong Kong Financial Reporting Standards. It does not remove the audit requirement unless the company is dormant.

Company Secretary and Auditor Appointments That Must Be in Place by the First Anniversary

Appoint an auditor before the first annual return is due. If no auditor has been appointed by the time the first annual return is delivered, the Companies Registry may reject the return. The directors can appoint the first auditor at any time before the first annual general meeting.

The company secretary must be in place for the entire 12-month period. There is no grace period. A company without a company secretary from incorporation is in breach of Cap. 622 from day one.

Consequences of Missing First-Year Deadlines

Late delivery of Form NAR1 triggers escalating fees as shown in the table above. A company that fails to file for more than nine months may receive a notice from the Companies Registry. If no return is filed, the Companies Registry may publish a striking-off notice in the Gazette. After strike-off the company ceases to exist and its assets vest in the Government.

A company that does not maintain a significant controllers register or does not designate a representative is liable to a fine at level 4 (currently HK$25,000) and a daily default fine of HK$700 for continuing non-compliance.

Sources

Companies Registry (opens on an external site) cr.gov.hk