Overview of statutory compliance for Hong Kong company annual review
Hong Kong company annual review (Annual Renewal) is an annual legal procedure for Hong Kong companies to maintain their legal existence after their establishment.。The annual review is not a single administrative declaration，Rather it consists of two core statutory components：
- Update Business Registration Certificate, BRC）：Apply to the Business Registration Office under the Hong Kong Inland Revenue Department (IRD) to renew your business registration certificate for the new year，And pay the corresponding business registration fees and levies。
- Submit Annual Return, Form NAR1）：Submit an annual return containing the company's latest legal structure information to the Hong Kong Companies Registry (CR)，including directors、shareholder、secretary、Registered address and share capital structure, etc.，and pay the annual filing fee。
Hong Kong Information Network reminds you：The annual review is the annual registration update for the company’s subject qualifications，Belongs to the administrative compliance category；andtax declaration（Audit tax return) is aimed at the company’s operating profitstax compliancecategory，Both belong to different legal procedures，Not to be confused。
Overdue risk warning for Hong Kong company annual review
List of information required for annual review of Hong Kong companies
Customers who entrust Hong Kong Xintong to handle annual review for the first time，A clear scan of the Certificate of Incorporation is required.，To check the company’s establishment date and initial registration information。
Provide a scanned copy of the business registration certificate from the previous year that is still valid，To check the business registration certificate number and current registration fee payment status。
Provide the annual return submitted and stamped to the Companies Registry for the previous year。If the company has made changes during the year，Relevant statutory change documents (such as ND2A、ND4、NSC1 etc.)。
Provide the company’s current and valid articles of association，To verify the company’s internal governance rules and statutory power limits。
Scanned copies of valid ID cards or passports of all current directors and shareholders。If the director or shareholder is a body corporate，You need to provide the registration certificate and ultimate beneficiary (UBO) information of the legal entity。
Standard process for annual review of Hong Kong companies
Hong Kong Xintong professional consultants collect customers’ basic information about Hong Kong companies，and conduct compliance searches through the Hong Kong Government Search System，Verify the company's current legal status and whether there are any pending changes。
Hong Kong Xintong's legal team based on the latest search information，Preparation of annual annual return (NAR1) and related board resolutions，and sent to the directors of the company for electronic signature or handwritten signature。
Hong Kong Xintong pays the business registration certificate fees and levies for the new year to the Hong Kong Inland Revenue Department on behalf of its customers.，Submit the signed annual return and pay the statutory filing fees to the Hong Kong Companies Registry。
The Hong Kong Companies Registry and the Inland Revenue Department will review the submitted application.。After approval，Issuance of the Business Registration Certificate (BRC) for the new year and a copy of the Annual Return (NAR1) stamped with the registration seal of the Registrar。
Hong Kong Information Communication will complete the annual review document (new BRC、NAR1 copy、Statutory meeting minutes, etc.) are sent to customers in encrypted form，And enter the company's next annual review and tax filing time into the Hong Kong Xintong Intelligent Secretary System，Provide automated compliance warning services。
Detailed fines for overdue annual review of Hong Kong companies
According to Section 662 of the Hong Kong Companies Ordinance，If a private company fails to submit its annual return within 42 days after the anniversary of its incorporation，Must pay high late filing fees to the Companies Registry。The specific fine standards are as shown in the table below：
| Overdue time range (calculated from the day after the anniversary of establishment) | Amount of statutory fees/fines payable (Hong Kong dollar) |
|---|---|
| After the anniversary of the company's incorporation 42 Submit within days | HK$ 105 (Normal filing fee) |
| Expired after the company's founding anniversary 42 days but no more than 3 months | HK$ 870 |
| Expired after the company's founding anniversary 3 months but not more than 6 months | HK$ 1,740 |
| Expired after the company's founding anniversary 6 months but not more than 9 months | HK$ 2,610 |
| Expired after the company's founding anniversary 9 more than months | HK$ 3,480 |
Note：In addition to the late penalties for annual returns mentioned above，If you fail to renew the business registration certificate within 30 days after it expires,，The Inland Revenue Department will impose an additional overdue penalty of HK$250，and reserves the right to sue company directors。Hong Kong Xintong recommends that customers start the annual review process 30 days in advance，to ensure absolute compliance。
Frequently Asked Questions about Hong Kong Company Annual Review(FAQ)
The annual review of a Hong Kong company refers to one year after the establishment of the Hong Kong company.，Legal renewal procedures required every year。It mainly contains two contents：The first is to apply to the Hong Kong Inland Revenue Department to renew the "Business Registration Certificate" (BRC) for the new year.；The second is to submit the Annual Return (NAR1) containing the latest company structure information to the Hong Kong Companies Registry.。Hong Kong Xintong can provide you with a full set of agency services，Make sure both declarations are accurate。
Not the same thing。The annual review is the annual administrative registration update for the company’s subject qualifications.，Regardless of whether the company has business operations，This must be done every year on the anniversary date of establishment；Tax filing is a tax filing based on the company’s financial status.，Financial statements need to be prepared according to the company's accounting period and reported to the tax bureau after being audited by a Hong Kong certified public accountant.。Both fall under the jurisdiction of different government departments，The statutory requirements are also completely different。
The annual review period for Hong Kong private limited companies is fixed，That is, the declaration must be completed on the anniversary date of the company's establishment (i.e., the issuance date on the registration certificate CI) or within 42 days thereafter.。For example，The company was established on October 15, 2023，The deadline for annual review is October 15th each year，The annual return must be submitted to the Registrar’s Office by November 26 at the latest。
Late application will result in double penalties：1. The Companies Registry will levy a cumulative fine ranging from HK$870 to HK$3,480 depending on the length of the overdue period.；2. The Inland Revenue Department will impose a fine of HK$250 for failure to renew the business registration certificate within the due date.。also，Failure to conduct annual reviews for a long time will result in the company and directors receiving court summons.，They were even forced to be delisted and cancelled.，Directors’ personal credit records will also be damaged。
Usually required：Certificate of Incorporation (CI)、Latest Business Registration Certificate (BR)、Latest Annual Return (NAR1)、Articles of Association and valid identification documents of all directors and shareholders。If it is the first time to entrust Hong Kong Information Communication，Our compliance consultants will assist you with a free search，Help you organize and complete the required historical information。
When the information is fully prepared and there is no need to report major changes，Hong Kong ICT submits applications through the Hong Kong Government Electronic Service System，It usually only takes 3-5 working days to complete the annual review and obtain a copy of the new business registration certificate and annual return。
Yes。According to Hong Kong laws，As long as the company is in "subsisting" status (i.e. not officially canceled or delisted)，regardless of whether the company conducts business、Do you have a bank account?、Is it at a loss?，Annual review must be carried out in accordance with the law every year。Companies that are not operating can apply for a non-operating audit declaration，However, it cannot be exempted from the annual review obligation。
After the annual review is completed，You will receive the original "Business Registration Certificate" (BRC) for the new year issued by the Hong Kong Inland Revenue Department，and a statutory copy of the Annual Return (NAR1) stamped with receipt by the Hong Kong Companies Registry.。These documents are for the legal existence of the company、Important documents for bank account opening and daily business transactions。
Although the law does not prohibit companies from handling their own，However, the Hong Kong government requires that the company must have a legal registered address in Hong Kong and a qualified Hong Kong resident or a licensed secretarial company to serve as company secretary.。As a licensed trust or company service provider in Hong Kong (TCSP license number：TC008345），Not only can we provide compliant registered addresses and secretarial services，It can also accurately control the reporting time，Avoid fines or legal liability due to self-reporting errors。
Changes in directors or shareholders are immediate reporting matters，According to Hong Kong’s Companies Ordinance，Such changes should be submitted to the Registrar of Companies within 15 days of the change in a special form (such as ND2A、NSC1) Make a declaration，It should not be delayed until the annual review to declare together。Hong Kong Xintong recommends that you contact us immediately to make a compliance declaration when changes occur，To avoid overdue fines。
Can't。Before a Hong Kong company applies for deregistration (Deregistration)，Must be in compliance。If the company has outstanding annual audits or unpaid government fines，The Hong Kong Inland Revenue Department and the Companies Registry will refuse to accept the company’s deregistration application.。The company must first re-apply the annual review for previous years、After paying all fines，Only then can you apply for cancellation according to law。
