First 90 Days After Hong Kong Company Incorporation: A Compliance Checklist

First 90 Days After Hong Kong Company Incorporation Compliance

The period immediately following incorporation sets the foundation for every statutory obligation that follows. Get the first 90 days after Hong Kong company incorporation right, and the rest becomes routine.

Hong Kong Company Incorporation Checklist

You hold the Certificate of Incorporation from the Companies Registry and the Business Registration Certificate from the Inland Revenue Department. From day one, the company must maintain a registered office in Hong Kong, appoint a company secretary who cannot be the sole director if there is only one, and establish a Significant Controllers Register with a designated representative.

The work breaks into four phases: week one, month one, month three, and the first year.

Hong Kong New Company Compliance First 90 Days

Week one tasks

Open a bank account in the company name. Most banks require the Certificate of Incorporation, the Business Registration Certificate, the articles of association, and proof of the registered office address. The process can take several weeks. Start immediately.

If shares were allotted at incorporation, file Form NSC1 (return of allotment) with the Companies Registry within one month of the allotment. The form records the number of shares issued, the amount paid or agreed to be paid, and the names of the allottees. Late filing attracts a penalty that escalates the longer the delay continues. The Companies Registry may also issue a summons, and the company and every responsible person commit an offence under the Companies Ordinance (Cap. 622).

Prepare board minutes for the first director meeting. These minutes should record the appointment of the company secretary, the registered office address, the opening of bank accounts, and the allotment of shares if any. Board minutes are not filed with the Companies Registry. Keep them at the registered office or another location the directors choose. If the company is later asked to prove that a decision was properly authorised, the absence of minutes can create difficulty with auditors, banks, and the Inland Revenue Department.

Month one tasks

Register as an employer with the Inland Revenue Department if the company intends to employ staff. Complete Form IRBR1, which was submitted with the incorporation application, and notify the department of the intention to employ if you have not already done so. Employer registration triggers obligations to deduct tax under the Pay-As-You-Earn scheme and to file annual employer returns. An employer who fails to notify the department within the prescribed period commits an offence and is liable to a fine.

Set up the Significant Controllers Register. Every Hong Kong private company must maintain this register. It records individuals who hold significant control over the company: those directly or indirectly owning more than 25% of the shares or voting rights, or having the right to appoint or remove a majority of directors. The designated representative is the person the company appoints to provide the register to law enforcement on request. The register must be kept at the registered office or a prescribed place and must be available for inspection by law enforcement officers without warrant. Failure to maintain the register or to identify a registrable person is an offence. The company and every responsible person are liable to a fine and, for continuing offences, a daily default fine.

Month three tasks

Understand the Business Registration Certificate renewal cycle. The certificate is issued for one year or three years, depending on the option selected at incorporation. The expiry date is printed on the certificate. Renewal must be completed before the expiry date. The Inland Revenue Department sends a renewal notice approximately one month before expiry. Failure to renew attracts a penalty. If the certificate is not renewed, the Commissioner of Inland Revenue may recover the outstanding levy and penalty as a civil debt. The company also risks being struck off the register of companies for non-payment.

Hong Kong Post-Incorporation Steps

Several obligations arise within the first year, beyond the 90-day window. The company must prepare its first profits tax return. The Inland Revenue Department issues the first tax return (Form BIR51) 18 months after incorporation. Maintain proper accounting records from day one. The Companies Ordinance (Cap. 622) requires every company to keep accounting records that sufficiently explain transactions and enable the financial position to be determined with reasonable accuracy. The records must be kept for at least seven years. A director who fails to take all reasonable steps to secure compliance commits an offence and is liable to a fine and imprisonment.

The annual return (Form NAR1) must be filed with the Companies Registry within 42 days of the return date, which is the anniversary of incorporation. The fee depends on the company's share capital and whether the return is filed on time. Late filing incurs a significantly higher registration fee, and the company and every responsible person are liable to prosecution and a fine.

Hong Kong Company First Year Obligations

The first year also includes the first annual general meeting. A private company may dispense with this by written resolution. The directors must prepare financial statements within six months of the end of the financial year. Those statements must be audited unless the company qualifies as dormant or small under the exemption provisions. A dormant company is one that has had no relevant accounting transaction during the financial year. A small private company, or a group of small private companies, may qualify for simplified reporting if it meets two of three conditions: total revenue not exceeding HK$100 million, total assets not exceeding HK$100 million, and not more than 100 employees. The exemption from audit is not automatic; the directors must resolve that the company qualifies and that an audit is not required.

Maintain the statutory records required by the Companies Ordinance: the register of members, the register of directors and secretaries, the register of charges, and the Significant Controllers Register. Keep these records at the registered office or at a location notified to the Companies Registry. If the register of members is kept at a place other than the registered office, the company must notify the Companies Registry of the address. Failure to maintain statutory records is an offence, and the company and every responsible person are liable to a fine.

Practical Summary

Each task carries a statutory deadline. Missing one attracts penalties.

• Form NSC1: within one month of share allotment
• Business Registration Certificate renewal: before the expiry date shown on the certificate
• First profits tax return: when issued by the Inland Revenue Department (18 months after incorporation)
• Annual return (Form NAR1): within 42 days of the return date

Engage a qualified company secretary or a licensed corporate services provider. The cost of professional assistance is small compared with the penalties for non-compliance.