Hong Kong company law and compliance terms glossary
Glossary of Hong Kong Company Law and Compliance Terms
This Hong Kong company law glossary defines key terms encountered in company administration, tax and regulatory compliance. Each entry links to its detailed explanation page.
Hong Kong Compliance Terms
Annual return (Form NAR1) - File this with the Companies Registry within 42 days after your company's anniversary of incorporation or re-domiciliation. The registration fee is HK$105 if filed on time, with higher fees for late delivery.
Business Registration Certificate (Cap. 310) - The Inland Revenue Department issues this certificate, not the Companies Registry. It is not a trade licence. Choose a 1-year or 3-year option.
Company secretary - Every Hong Kong company must appoint one. The secretary must be a natural person ordinarily resident in Hong Kong, or a body corporate with a Hong Kong office.
Registered office - This is your company's official address in Hong Kong for receiving statutory notices. A post office box is not acceptable.
Significant Controllers Register - Required since 1 March 2018. A significant controller generally holds more than 25% of the issued shares or voting rights. Keep this register at the registered office; it is not open to public inspection.
Hong Kong Corporate Vocabulary
Articles of association - These are the internal rules governing a company's management, adopted on incorporation. The model articles in the Companies Ordinance (Cap. 622) apply by default.
Certificate of Incorporation - The Companies Registry issues this document on incorporation, establishing the company as a separate legal entity.
Directors - These individuals manage the company's affairs. They are listed in the register of directors, with changes filed on Form ND2A or ND2B.
Share capital - Hong Kong operates a no-par-value regime. Shares have no nominal value. There is no minimum share capital requirement.
Hong Kong Company Administration Terms
Dormant company - A private company that has declared itself dormant under the Companies Ordinance. It is exempt from delivering an annual return.
Liquidation - This is the process of winding up a company's affairs. A liquidator is appointed to realise assets and settle liabilities.
Re-domiciliation - Inward re-domiciliation took effect on 23 May 2025. Eligible company types may re-domicile to Hong Kong while preserving legal identity. The company must deregister in its original domicile within 120 days.
Hong Kong Statutory Definitions
Audit requirement - Every Hong Kong incorporated company must have its financial statements audited by a practising certified public accountant registered with the HKICPA.
Companies Registry - This government department administers the Companies Ordinance (Cap. 622) and maintains company records.
Form NNC1 - This is the incorporation form filed with the Companies Registry for a company limited by shares. It is filed together with Form IRBR1.
Inland Revenue Department - This government department handles tax administration, including profits tax (Form BIR51), business registration and stamp duty.