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Incorporating in Hong Kong: statutory requirements and annual dates

Incorporation is the easy part. The work is getting directors, secretary, registers and annual deadlines right from day one, so banking and tax start from a clean base.

Minimum requirements

A private company needs at least one natural-person director and a company secretary. A sole director cannot also be the secretary. An individual secretary must ordinarily reside in Hong Kong; a corporate secretary needs a registered office or place of business there. Corporate-director restrictions depend on company type and group relationships.

Significant controllers register (SCR)

Applicable Hong Kong companies must maintain a significant controllers register (SCR), subject to exceptions including listed companies. Follow Registry guidance on identifying registrable persons and legal entities and keeping the register at the required location.

What the public can see

The Companies Registry’s electronic search (ICRIS) is public: company status, directors, annual return history and charges are all visible. No arrangement should assume it cannot be found.

Annual dates after incorporation

ItemWindow / requirement
Annual return (NAR1)Within 42 days after the anniversary
Business registration renewal1 or 3 years; renew before expiry
Significant controllers registerContinuously updated; kept at designated place
Accounting recordsAt least 7 years after transactions (s.373)

Annual dates after incorporation

Private-company annual returns are generally due within 42 days after the incorporation anniversary. Late delivery attracts higher registration fees and may also have legal consequences. Business-registration renewal and tax filing have separate deadlines.

Timing

Electronic incorporation usually completes within days. Bank account opening is a separate timeline with its own KYC file. Incorporation is not the same as being able to receive funds.

Private-company annual returns are generally due within 42 days after the incorporation anniversary. Late delivery attracts higher registration fees and may also have legal consequences. Business-registration renewal and tax filing have separate deadlines.

Case-specific decisions differ — book a consultation with our advisers.

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