A HK company has the following annual obligations for fulfilling the Companies Ordinance:-
1. Filing Annual Return to the Companies Registry
2. Renewalling Business Registration Certificate
3. Conducting Annual General Meeting
4. Aauditing the company’s account
5. Submitting relevant Tax Reporting Forms and Audit Report to Inland Revenue Department
6. Submitting the From 56A and 56B to Inland Revenue Department
Filing Annual Return to the Companies Registry
According to s.107 of the Companies Ordinance, each HK company has to file an Annual Return in prescribed form (called AR 1) annually. Of which, its contents includes details of the shareholder(s), director(s), secretary(ies), registered office, registered capital, issued share capital, mortgages etc.
This Annual Return must be filed within 42 days since the anniversary date of incorporation of the company each year. Addition fees will be charged if the filing date is more than 42 days of the anniversary date of incorporation of the company. Relevant fees charged are as follows:-
<= After 42 days of the anniversary date of incorporation HKD 105
<= 3 months HKD 870
<= 6 months HKD 1,740
<= 9 months HKD 2,610
> 9 months HKD 3,480
If an application for cessation of business has been submitted, the company can be exempted from filing Annual Return. Failure to comply with s. 107 or 109 of the Companies Ordinance, the company and its senior officer will be liable for fine.
Renewal Business Registration Certificate
The Inland Revenue Department will issue a demand notice for renewal of the Business Registration Certificate one month before its expiry date. Upon payment, the said demand notice will be the valid renewed Business Registration Certificate. If no demand notice receive, the company has to within one month since its expiry date, notify the commissioner of the Inland Revenue Department. If there is no settlement after the expiry date, a penalty fee of HKD 300 will be charged.
There is no relief policy, normally the renewal fee is HKD 2,450 each year. Relevant fees or charges can be found at the following website:-
Annual General Meeting
Each company has to hold at least one general meeting as its annual general meeting each year according to the Companies Ordinance, s.111. It can be in form of written resolutions by shareholders.
Annual Audit and Auditor
Cap. 32, s. 131(1) provides that each company has to appoint auditor to audit its accounts annually. The audit report issued will be tabled before the annual general meeting for shareholders' approval.
The first auditor can be appointed by the Board of Director before the first annual general meeting. The auditor will hold office until end of its first annual general meeting. If the Board has yet to appoint auditor, Cap. 32, s. 131(3) (4) set out that shareholders at general meeting can appoint auditor.
Auditor has to be re-appointed each year at the annual general meeting, it holds office until end of the next annual general meeting.
Profit Tax Reporting
Usually, a company will receive its first profit tax return within 18 months since its commencement date of business. The up coming tax return will be issued on the 1st working day of April each year.
For those companies which have yet to commence business or ceased business or yet to re-commence business or gain no chargeable profit, the Inland Revenue Department will not request the tax payer to submit form annually.
The first profit tax return has to file with the Inland Revenue Department within three months since the date of issuance. An audit report must be accompanied with. For the coming years, if no tax representative to act on its behalf to submit an application for extension, the tax return must be filed within one month.
Employer's Return for Remuneration and Pensions (Form BIR56A and 56B)
The IRD takes advantages of employers' returns in each tax year for employees, including directors' remuneration that is paid for the purpose of personal income tax for individuals’ taxation.
Therefore, when the company received the employer's return (Form BIR56A and 56B), the company must be, within one month, complete and return the same to IRD, even
(1) the company do not employ any staff,
(2) the company have yet to start business, or
(3) the company has ceased business or close down the business. If your employees
employed by any one of the following situations, but have not yet received any
employer tax return, you must notify the IRD and request for an employer tax return.
For a single annual earnings / income for not less than the basic allowance for that year;
Married (no matter with how much income);
Part-time employees (regardless of how much income); or
Directors (regardless of income.)