Company Secretary and Compliance Services in Hong Kong

What’s included

• Named company secretary and registered office
• Significant controllers register and statutory books
• Annual return filing and business registration renewal
• Board and shareholder resolutions, share transfers and allotments
• Director and shareholder changes, and deregistration where a company is being wound down

Hong Kong company secretary and compliance rules at a glance

A Hong Kong private company must keep a qualifying company secretary, a Hong Kong registered office, current statutory registers and a yearly annual return. Most changes to officers or the office must be reported to the Companies Registry within 15 days.

Item	Detail
Who can be secretary	An individual who ordinarily resides in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong
Sole director	Cannot also act as the company secretary
Annual return	Form NAR1, within 42 days after each incorporation anniversary; private companies do not attach accounts
Director or secretary changes	Form ND2A (appointment or cessation) or ND2B (change of particulars), within 15 days
Registered office change	Form NR1, within 15 days
Share allotment	Return of allotment (Form NSC1), within one month
Significant Controllers Register	Kept in Hong Kong; entries made within 7 days; a designated representative must be appointed
Annual general meeting	Within 9 months after the end of the accounting reference period, unless dispensed with
Minutes and resolutions	Kept for at least 10 years

Selling, pausing or closing a Hong Kong company: the options compared

A Hong Kong company that is no longer needed can be sold, made dormant, deregistered or wound up. Deregistration is the simpler and cheaper way to dissolve a solvent company that has stopped business.

Option	Suits	Main conditions	Filings and government fee	Result
Sell the shares	A business continuing under new owners	Signed and stamped instrument of transfer and contract notes	Stamp duty of 0.1% on each of the bought and sold notes, plus HK$5 per instrument	Company continues with new members
Declare dormant	A private company kept for later use	No accounting transactions; special resolution delivered to the Registrar	No annual return while dormant; no audit	Stays registered; office, director and secretary changes still reported
Deregistration	A solvent company that has stopped business	All members agree; no business for 3 months; no liabilities, legal proceedings or Hong Kong immovable property; IRD Notice of No Objection	Form NDR1 within 3 months of the IRD notice; HK$420	Deregistered by Gazette notice if no objection within 3 months; about 5 months in all
Members’ voluntary winding-up	A solvent company with assets to distribute or debts to settle	Directors certify debts will be paid in full within 12 months; special resolution	Form NW1, issued within 5 weeks before the resolution	Assets realised and net assets distributed to members
Striking off by the Registrar	Not chosen: the Registrar acts against companies that appear inactive	Registrar believes the company is not in operation or carrying on business	None	Dissolved; restorable within 20 years by a former director or member

The annual company secretarial cycle in Hong Kong, step by step

A typical year has fixed tasks tied to the accounting year-end and the incorporation anniversary, plus filings triggered by changes. Most private companies follow this order.

1. Keep the registers of members, directors, company secretaries and significant controllers current; significant controller entries are due within 7 days.
2. After the audit, the board approves the financial statements for members.
3. Hold the AGM within 9 months after the end of the accounting reference period, unless it is replaced by written resolution, dispensed with by all members, or the company has a single member.
4. Renew Business Registration. The IRD sends a demand note around the middle of the month before expiry; once paid, it becomes the new certificate.
5. File Form NAR1 within 42 days after the incorporation anniversary, online or in hard copy, with the HK$105 fee.
6. Report changes: ND2A or ND2B within 15 days of a director or secretary change, NR1 within 15 days of an office move, NSC1 within one month of an allotment.
7. Keep minutes, written resolutions and records of decisions for at least 10 years.
8. To close a solvent, defunct company, obtain the IRD’s Notice of No Objection (Form IR1263), then file Form NDR1 within 3 months with the HK$420 fee.

Records a Hong Kong company secretary keeps

The company secretary keeps the company’s constitution, statutory registers, decision records and the evidence behind every filing.

• Certificate of Incorporation and current Business Registration Certificate
• Articles of association, with amendments and special resolutions
• Registers of members, directors and company secretaries
• Significant Controllers Register and designated representative details
• Board and general meeting minutes and written resolutions
• Copies of filed forms (NNC1, NAR1, ND2A, ND2B, NR1, NSC1)
• Share certificates, instruments of transfer and stamped contract notes
• Identity and address evidence for new directors, shareholders and significant controllers
• Audited financial statements approved by the board

Hong Kong company secretarial filing fees and penalties (2026)

Filing the annual return on time costs HK$105; late filing raises the fee to between HK$870 and HK$3,480. The other recurring government cost is Business Registration renewal.

Item	Amount / deadline
Annual return (NAR1), within 42 days after the anniversary	HK$105
Late: over 42 days, within 3 months	HK$870
Late: over 3 months, within 6 months	HK$1,740
Late: over 6 months, within 9 months	HK$2,610
Late: over 9 months	HK$3,480
Annual return or NR1 not filed	Up to HK$50,000 per breach, plus HK$1,000 a day
Late ND2A / ND2B	Up to HK$25,000 per breach, plus HK$700 a day
Significant Controllers Register breach	HK$25,000, plus HK$700 a day
Business Registration renewal (1 April 2026 – 31 March 2027)	HK$2,350 (1-year) or HK$6,170 (3-year)
Change of company name	HK$295
Deregistration (NDR1)	HK$420
Stamp duty on a share transfer	0.1% on each of the bought and sold notes, plus HK$5 per instrument of transfer

Government fees only (CR PAM 3E and PAM 5E; IRD fee and levy table; IRD Stamp Office). Penalties are statutory maximums on conviction.

How much does a late annual return cost in Hong Kong? A worked example

A company incorporated on 2 November 2026 pays HK$105 if it files its first annual return by 14 December 2027. Filing on 15 March 2028 instead costs HK$1,740, which is HK$1,635 more.

1. The return date is the first anniversary of incorporation: 2 November 2027. No return is due in the incorporation year.
2. On-time window: 2 November 2027 + 42 days = 14 December 2027. Fee: HK$105.
3. Filed on 15 March 2028: more than 3 but within 6 months after the return date. Fee: HK$1,740.
4. Extra cost: HK$1,740 − HK$105 = HK$1,635, about 16.6 times the on-time fee (HK$1,740 ÷ HK$105 = 16.57).
5. Still unfiled more than 9 months after the return date (after 2 August 2028): fee HK$3,480, or HK$3,480 − HK$105 = HK$3,375 more than on time.
6. Year’s government cost: on time, HK$2,350 Business Registration (1-year) + HK$105 = HK$2,455; with the 15 March 2028 filing, HK$2,350 + HK$1,740 = HK$4,090.

Assumptions: local private company; 2027 Business Registration renewal at the 2026/27 rate of HK$2,350. Separately, the company and each responsible person can be prosecuted: up to HK$50,000 per breach plus HK$1,000 a day.

Hong Kong annual compliance calendar for a private company

For a private company incorporated on 2 November with a 31 December year-end, the fixed annual dates are the AGM by 30 September, Business Registration renewal by 1 November and the annual return by 14 December.

When	What	Deadline	Authority
By 30 September	AGM for the year ended 31 December, unless replaced by written resolution, dispensed with or a single-member company	9 months after the year-end	Members; records kept by the company
First year only	First accounting period over 12 months: AGM due by the later of 9 months after the first anniversary or 3 months after the period ends	For a first year-end of 31 December 2027: 2 August 2028	Members
Within 15 days of a written resolution	Send notice that the resolution was passed to every member and the auditor	15 days	Company
Mid-October	The IRD issues the Business Registration renewal demand note; once paid, it becomes the new certificate	Before the certificate expires on 1 November	IRD
2 November to 14 December	Deliver Form NAR1, made up to the 2 November anniversary, with the HK$105 fee	14 December	Companies Registry

Common Hong Kong company secretarial mistakes

The costliest errors are missed deadlines and officers who do not meet the statutory rules.

• Appointing the sole director as company secretary: not permitted, even if that director lives in Hong Kong.
• Moving office without filing NR1 within 15 days: fine of up to HK$50,000 plus HK$1,000 a day.
• Filing NAR1 late: the fee rises to HK$3,480, and the Registrar may consider striking the company off.
• Letting the Significant Controllers Register lapse: law enforcement officers can inspect it, and breach costs HK$25,000 plus HK$700 a day.
• Using an unlicensed provider: anyone carrying on a trust or company service business in Hong Kong needs a TCSP licence from the Registrar of Companies.
• Applying to deregister too early: get the IRD’s Notice of No Objection first, and dispose of company property, including bank balances.

Hong Kong company secretarial terms explained

These terms come up in Companies Registry filings and in the registers a Hong Kong company secretary keeps.

Term	Meaning
NAR1	The annual return of a local private company, made up to the anniversary of incorporation (the return date) and due within 42 days after it.
Significant Controllers Register	The register of people with significant control, such as anyone holding more than 25% of the shares or votes. It is kept in Hong Kong and open only to law enforcement officers, Companies Registry officers and the controllers named in it.
Designated representative	The person appointed in connection with the Significant Controllers Register: a shareholder, director or employee resident in Hong Kong, or an accounting or legal professional or licensed trust or company service provider.
Written resolution	A resolution members pass by agreeing in writing instead of meeting. They have 28 days, or the period in the articles, to agree.
Dormant company	A private company with no accounting transactions that has declared itself dormant by special resolution. While dormant it delivers no annual returns and needs no audit.
Notice of No Objection	The IRD’s notice that it does not object to a company being deregistered. The application must follow within 3 months of its issue.
Bona vacantia	Ownerless property. Anything a deregistered company still owns, such as a bank balance, vests in the Hong Kong Government.