Hong Kong Company Setup Checklist: 15 Essential Tasks to Complete After Incorporation

Incorporating a company in Hong Kong is efficient and straightforward. However, what you do after incorporation determines whether your company remains compliant, bankable, and audit-ready. Hong Kong companies are subject to ongoing statutory, tax, and record-keeping obligations—even if they are inactive or have no revenue.

This guide provides a clear post-incorporation checklist covering the 15 essential tasks every Hong Kong company must complete to avoid penalties and operational risk.

Why Post-Incorporation Compliance in Hong Kong Is Important

Hong Kong companies are regulated primarily by:

• The Companies Registry (CR) for corporate filings and statutory records

• The Inland Revenue Department (IRD) for tax, business registration, and record-keeping

Failure to comply may lead to statutory penalties, banking restrictions, increased audit scrutiny, and long-term reputational risk.

Hong Kong Company Setup Checklist (Post-Incorporation)

1. Verify Incorporation Documents

Immediately review:

• Certificate of Incorporation

• Business Registration Certificate (BRC)

• Articles of Association

• Incorporation filing acknowledgment (NNC1 / NNC1G)

Any discrepancies in company name, registered address, directors, or share structure should be corrected promptly through the Companies Registry.

2. Establish Secure Corporate Records Management

Set up a proper system (digital and physical) to store:

• Statutory documents

• Contracts and invoices

• Accounting records

• Board and shareholder resolutions

Well-maintained records are critical for audits, tax filings, and banking reviews.

3. Issue Share Certificates to Shareholders

Share certificates must be issued in accordance with the company’s share capital structure, and ownership details must align with the Register of Members.

4. Confirm Company Officers and Authority Structure

Ensure the company has:

• At least one director

• A company secretary (mandatory for Hong Kong private companies)

• Clearly defined signing authority for contracts and banking

5. Prepare and Maintain Statutory Registers

Hong Kong companies are required to maintain:

• Register of Directors

• Register of Company Secretaries

• Register of Members (Shareholders)

• Register of Charges (if applicable)

These registers must be kept up to date and available for inspection as required by the Hong Kong Companies Registry.

6. Establish the Significant Controllers Register (SCR)

Most Hong Kong companies must maintain a Significant Controllers Register (SCR), identifying individuals or entities exercising significant control (generally more than 25% ownership or voting rights).

7. Appoint a Designated Representative for SCR

Each Hong Kong company must appoint a designated representative who meets eligibility requirements to assist law enforcement officers with SCR access. This is a legal requirement, not optional.

8. Prepare Bank-Ready Onboarding Documentation

Although not a statutory filing, banking is operationally critical. Companies should prepare:

• Business activity description or plan

• Source of funds explanation

• Ownership and control chart

• Director and shareholder background information

Proper preparation significantly improves bank onboarding outcomes.

9. Set Up Accounting Books from Day One

Maintain accurate accounting records reflecting:

• Income and expenses

• Assets and liabilities

• Supporting invoices and contracts

Early bookkeeping reduces audit complexity and tax risk.

10. Comply With Record-Keeping Requirements (7 Years)

Under Hong Kong tax law, companies must retain sufficient business records for at least seven years, regardless of whether the company is active or inactive. This requirement is enforced by the Inland Revenue Department (IRD).

11. Appoint an Auditor and Plan the Audit Cycle

All Hong Kong companies must prepare financial statements. In practice, audited financial statements are commonly required to support profits tax filings and demonstrate proper compliance.

12. Monitor the First Profits Tax Return Timeline

For newly incorporated Hong Kong companies, the first Profits Tax Return is typically issued around 18 months after incorporation. Preparation should begin well in advance.

13. Renew the Business Registration Certificate (BRC)

The Business Registration Certificate must be renewed on time (usually annually). Late renewal may result in penalties and enforcement action.

14. File the Annual Return (Form NAR1)

A local private Hong Kong company must file Form NAR1 within 42 days after its incorporation anniversary, reporting updated company particulars.

15. Implement Employer Compliance (If Hiring Staff)

If the company employs staff, it must:

• Register as an employer

• Comply with MPF requirements

• Maintain payroll and salary records

Common Post-Incorporation Mistakes to Avoid

• Assuming “no activity” means no compliance

• Failing to maintain an SCR or designated representative

• Missing Annual Return deadlines

• Delaying accounting and audit preparation

• Approaching banks without proper documentation

How Mirr Asia Supports Hong Kong Companies After Incorporation

Mirr Asia provides post-incorporation compliance and advisory support for Hong Kong companies, particularly foreign-owned and cross-border structures.

Our support includes:

• Company secretarial compliance assistance (Annual Return and change filings)

• SCR setup guidance and ongoing compliance monitoring

• Accounting readiness and audit coordination with Hong Kong-licensed professionals

• Profits tax compliance support and filing coordination

• Bank account opening assistance and documentation preparation

Mirr Asia acts as a professional advisory and coordination partner, helping companies reduce compliance risk and maintain long-term regulatory readiness in Hong Kong.

Frequently Asked Questions (FAQs)

1. Do inactive Hong Kong companies still need to comply with statutory filings?

Yes. Inactive Hong Kong companies must still maintain statutory records, file Annual Returns, and comply with tax and record-keeping obligations.

2. Is the Significant Controllers Register mandatory for Hong Kong companies?

Yes. Most Hong Kong private companies must maintain an SCR and appoint a designated representative, unless specifically exempt (such as listed companies).

3. When does a newly incorporated Hong Kong company file its first Profits Tax Return?

A newly incorporated Hong Kong company usually receives its first Profits Tax Return around 18 months after incorporation, but accounting records must be maintained from day one.

4. Is an audit required for Hong Kong companies with no revenue?

In practice, Hong Kong companies, including those with no or minimal revenue, often need audited financial statements to support profits tax filings and demonstrate compliance.

5. What happens if a Hong Kong company files its Annual Return late?

Late filing of the Hong Kong Annual Return (Form NAR1) results in statutory penalties and may negatively affect the company’s compliance status with regulators and banks.