Hong Kong International Corporate Secretaries

First 30 days after Hong Kong company incorporation checklist

First 30 days after Hong Kong company incorporation: compliance checklist for new directors and secretaries.

First 30 Days After Hong Kong Company Incorporation: Your Compliance Checklist

The Certificate of Incorporation lands. Your company exists. The clock starts.

What follows is not a settling-in period. The first 30 days after Hong Kong company incorporation set the compliance framework that will govern your operations for years. Miss a deadline and you are already behind.

Hong Kong Post Incorporation Compliance

Post incorporation compliance in Hong Kong begins the day the Companies Registry issues your Certificate of Incorporation and the Inland Revenue Department issues your Business Registration Certificate. Two documents. Two ordinances. Your company is now registered under the Companies Ordinance (Cap. 622) and the Business Registration Ordinance (Cap. 310).

First obligation: the company secretary and designated representative. If you did not appoint these officers on Form NNC1 during incorporation, do it now. The company 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 only one director cannot have that same person as its sole company secretary. That is a hard rule, not a guideline.

The designated representative maintains the Significant Controllers Register. This individual must be a member, director, or employee of the company who is ordinarily resident in Hong Kong, or an external registered accounting professional. Pick one. Document the appointment.

Hong Kong Company First Month Obligations

Your first month obligations cover statutory records, the Significant Controllers Register, and the Business Registration Certificate display.

Statutory Records

Section 662 of the Companies Ordinance requires every company to keep statutory records at its registered office or at a location notified to the Companies Registry. The list is specific: the register of members (shareholders), the register of directors and company secretary, the register of charges, the minutes of general meetings and directors' meetings, and the Significant Controllers Register.

Members may inspect these records. The public may too, depending on the register. The registered office address must be a physical location in Hong Kong. A post office box fails the test.

Significant Controllers Register

Every Hong Kong company must maintain a register of persons with significant control. The register records individuals who hold more than 25% of the issued shares, control more than 25% of the voting rights, or have the right to appoint or remove a majority of the board. The designated representative keeps this register current and files any changes with the Companies Registry. Do not treat this as a formality. The register must reflect reality, and it must be accurate from day one.

Business Registration Certificate Display

Display your Business Registration Certificate at your registered office or principal place of business. The certificate comes from the Inland Revenue Department as a 1-year or 3-year certificate. Cap. 310 makes display a legal requirement. Non-compliance attracts a fine. Frame it, pin it, tape it, just make it visible.

Hong Kong New Company Compliance Tasks

Record-keeping is the floor. Several other compliance tasks demand attention in the first month.

Open a Bank Account

A corporate bank account lets you receive payments and pay expenses. Banks require the Certificate of Incorporation, Business Registration Certificate, articles of association, and proof of identity for all directors and shareholders. Some banks also request a board resolution authorising the account opening. The process can take several weeks. Start it immediately after incorporation.

Prepare the Articles of Association

Your company's articles of association govern its internal management. If you adopted the model articles under Cap. 622 during incorporation, those are your governing document. If you filed bespoke articles, ensure all directors and shareholders have a copy. The articles define how directors are appointed, how meetings are conducted, and how shares are transferred. Every director should read them before the first board meeting.

Notify the Inland Revenue Department

The Business Registration Certificate is issued automatically when you file Form IRBR1 with your incorporation application. You must also notify the Inland Revenue Department of your company's business address and nature of business. This notification is made through the annual tax return filing. If your company begins trading immediately, file the notification earlier. Waiting until the tax return arrives is a risk you do not need to take.

Register for Employer Obligations

If your company will employ staff, register with the Inland Revenue Department for employer obligations before the first salary payment. This registration covers withholding salaries tax from employees' wages and making Mandatory Provident Fund contributions. Begin the process within the first month of hiring.

What Is Not Due in the First 30 Days

The first annual return is not due within 30 days of incorporation. It is due 42 days after the anniversary of incorporation. If your company was incorporated on 15 March, the first annual return is due on or before 26 April of the following year. File it on Form NAR1 with the prescribed fee. Not earlier. Not now.

The first profits tax return is not due until the Inland Revenue Department issues a tax return. That can take several months after incorporation. The first audit is not required until the company's first financial year ends, which is 12 to 18 months after incorporation. Do not confuse the first-month sprint with the annual compliance cycle.

Summary of First 30 Day Actions

Action Deadline Reference
Appoint company secretary and designated representative Immediately if not done on Form NNC1 Cap. 622
Set up statutory records at registered office Within 30 days Section 662
Create Significant Controllers Register Within 30 days Cap. 622
Display Business Registration Certificate Immediately Cap. 310
Open corporate bank account As soon as possible Bank requirements
Prepare articles of association Within 30 days Cap. 622
Register for employer obligations Before hiring staff Inland Revenue Department

Where to Verify Your Obligations

The Companies Registry website (cr.gov.hk) provides guidance on statutory records, the Significant Controllers Register, and annual return filing. The Inland Revenue Department website (ird.gov.hk) covers Business Registration Certificate requirements and employer registration. Both authorities publish current forms and fee schedules. Deadlines and fees can change. Check the official sources.

Sources

More on choosing & starting.

Common questions

Can I be my own company secretary?

No, you cannot be your own company secretary if you are the company's sole director. The Companies Ordinance (Cap. 622) prohibits a single director from also acting as the sole company secretary. The secretary must be a different natural person ordinarily resident in Hong Kong or a body corporate with a local presence.

Where do I have to display my Business Registration Certificate?

You must display your Business Registration Certificate at your company's registered office or its principal place of business. The Business Registration Ordinance (Cap. 310) makes this a legal requirement. The certificate must be visible; failing to display it can result in a fine.

What is the Significant Controllers Register?

The Significant Controllers Register is a statutory record of individuals who have significant control over your company. This includes people holding over 25% of shares or voting rights. A designated representative must maintain this register accurately from day one and file any changes with the Companies Registry.

Do I need to file my first annual return straight away?

No, your first annual return is not due within the first 30 days. It is due 42 days after the anniversary of your company's incorporation. You file it on Form NAR1 with the prescribed fee. Do not file it early; wait for the first anniversary date to approach.

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