Introduction to Compliance
Compliance refers to the goal that a company is expected to achieve in its efforts to show its awareness of and take responsibility for complying with relevant laws, policies and regulations, in Hong Kong specifically the Companies Ordinance (Cap.622).
Compliance is a statutory requirement for all companies, so failing to fulfill it may inflict ensuing penalties and fines. A company’s obligations are mainly around the timely disclosure and reporting of the specified information about the company, such as its shareholders and officers, etc.
The following listed items are what a company should report to the Registrar of Companies(Registrar) in a timely manner.
1. Annual Returns (NAR1)
Annual Return (a.k.a. ”NAR1”), discloses a company’s basic particulars (company name, registered business address, information about the directors and company secretary etc.) to the Hong Kong Companies Registry on a yearly basis. The Hong Kong Companies Registry examines the operation of the company and confirms that it can continue to operate legally in HK.
For more information about Annual Return and how to complete the relevant submission, read our Guide to Annual Return (NAR1).
2. Annual Audit & Tax Reporting
Companies should carry out their financial audits on their annual financial statements on a yearly basis. At the same time, companies need to report Profits Tax to the Inland Revenue Department according to the audited taxable amount.
For more information on audit & tax requirements and guides, read Guide to Annual Audit & Profits Tax.
3. Change of Registered Office Address (NR1)
💡 A company must have a valid registered office address located in Hong Kong.
- Within 15 days after the address is changed, the company is obliged to send the Notice of Change of Address of Registered Office (NR1) to the Company Registrar.
- The form NR1 is available for download here
- An official specimen is available here
4. Change of Company Secretary and Director (ND2A) and Change of Particulars of Company Secretary and Director (ND2B)
💡 A private company must have at least one director as the natural person and one company secretary. A public company and a company limited by guarantee must have at least two directors and one company secretary.
- Within 15 days after the company secretary and/or director is newly appointed or brought to cessation, the company should deliver to the Registrar the Notice of Change of Company Secretary and Director (Appointment / Cessation) (ND2A)
- Within 15 days after any particulars of the company secretary and/or director is changed, the company should deliver to the Registrar the Notice of Change in Particulars of Company Secretary and Director (ND2B)
5. Return of Allotment (NSC1)
💡 Return of Allotment is a statement submitted to the Registrar which contains the names and addresses of shareholders and the number of shares allotted to each shareholder.
- Within one month of the allotment, the company is required to deliver a return of allotment (NSC1) signed by a director or secretary to the Registrar
- The content should comprise of all details of the allotment, including shares allotted, total amount of allotment, etc.
- A statement of capital, which is a snapshot of a company’s latest share capital is included in NSC1.
- The form NSC1 is available for download here.
6. Other Compliance Reporting Requirements
- Notification of Change of Company Name – filing of statutory form NNC2 within 15 days after the passing of the special resolution to change the company name
- Notification of the passing of a special resolution or certain other resolutions – within 15 days after the passing of the resolution
- Notification of any relocation of the company’s statutory books from the company’s registered office – within 15 days after the change.
Additional Readings:
- Filing Requirements of a Local Limited Company after Incorporation by Companies Registry
- GuidemeHongKong – General compliance and annual filing requirements guide
