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Compliance for hong kong private limited company

Compliance For Hong Kong Private Limited Company

Table of Contents

If you are a person who has a private company limited in Hong Kong, then you must be familiar with compliance with annual filing requirements. The annual filing requirements should be completed and then submitted to the inland revenue department for processing.

Hong Kong companies are made with the permission of Hong Kong authorities; that’s why there are some compliance obligations that the owners of Hong Kong companies should follow and complete when annual filing starts.

Here, we will guide you to have complete knowledge about the process, how it works, and which things are needed to complete the process of companies ordinance.

Primary company’s compliance needs:

If you want to open a new Hong Kong company, you have to follow the following things:

  • It maintains a local resident company secretary. It can be a body corporate or a single member.
  • Keeping a local registered address in which the PO box address is not included.
  • Maintaining one or more shareholders who should be above the age of 18. Additionally, it can be a local or foreign person
  • Holding at least one director in the Hong Kong company
  • Under companies ordinance, the company should appoint an auditor along with the dormant company.
  • Business registration certificate
  • annual general meeting report
  • details of annual filing deadlines within the Hong Kong companies registry
  • business licenses
  • accurate accounts recording receipts
  • articles of association

These things are the primary ones that should be followed by Hong Kong private limited companies because it enables the inland revenue department of Hong Kong to keep a record of every company relocating to their country. Moreover, in this way, they will know whether each private company limited in Hong Kong is working correctly or not.

Now we will discuss the compliance obligations by the inland revenue department in detail for your complete understanding.

Directors report:

The director’s report is made with a combination of annual accounts records. Additionally, the company’s ordinance will help give a list that tells which report contents are added. Finally, one more list will be added, containing no contracts a particular private company made with other companies.

That list tells about the director’s material interest. Also, it signifies the progress of a private company in Hong Kong whether it made good relations with other companies, including foreign companies.

Annual accounts:

The next thing on the list of obligations is the annual accounts in which two lists will be made. One list will elaborate on the profits of the company. Another list will create a balance sheet about the profit and loss account of a specific private limited company.

That balance sheet must be audited by the Hong Kong registered auditors, which are the public accountants. Once auditing is completed, that balance sheet will be shown to the company’s shareholders in a general meeting 18 months after the company’s incorporation date.

After that, the company’s balance sheet can be presented to the shareholders at least once in the whole year. Moreover, the private limited companies should file their accounts recording receipts to the inland revenue department ird.

Annual general meetings:

Every Hong Kong private company should make a schedule for an annual general meeting. Only those advanced companies that are cost-effective and flexible toward Hong Kong can be eligible for dispensing annual general meetings.

Criteria for giving up on AGMs:

The IRD Department of Hong Kong has made criteria for when your company will be eligible for giving up on the annual general meeting. Those are given below:

  • If the body corporate is a single-member company, it has only one director and shareholder. Because in this case, you don’t have people with whom you can call an annual general meeting.
  • If you have submitted the written resolution signed by all the company shareholders about the decision making along with related documents by the specific circulation date.
  • Suppose a resolution about no annual general meeting is passed by all the members of the incorporated company in Hong Kong. In that case, your company will be eligible for giving up on annual general meetings.

Today Hong Kong has made this policy to give up on the annual general meetings, but in the past, even if one has a single-member company, you have to call for an AGM. These meetings are essential for companies’ registry records because the director will approve the accounting records in that meeting.

Maintenance of minutes of meetings and financial statements:

Any private limited company in Hong Kong needs to keep a record of all the conferences held in the company along with the calculation of minutes. The meetings it includes are among members of the company, directors, committee officers, etc.

Maintenance of transfer register:

According to the country of Hong Kong companies ordinance, each private limited company should keep the transfer registers along with directors and company secretary in Hong Kong. All these registers should be at the registered office address of a particular company.

Once you understand all the obligations, you come to know that there are many other things related to private companies’ compliance in Hong Kong. So now we will talk about what things should be told to the companies registry if you change anything in Hong Kong companies.

Obligations in case of any changes occur in the companies incorporated:

You should tell the company’s registry about particular changes in the company incorporated in Hong Kong. It comes out for various things as given below:

  • Attach a notification of a change of registered office address after 15 days of changing the date; otherwise, it will lead you to some problems in the future.
  • If the company secretary or director is changed, send the notification of change to the company’s registry after 15 days of appointing the corporate secretary.
  • Notification of the company’s statutory books if you have changed the company name of the proposed company after the passing out of name changing resolution among members.
  • If you have issued some shares in recent times, you have to submit an allotment notification to the company’s registry.

Process of filing annual returns/ annual filing requirements:

The Hong Kong companies should file an annual return minimum for one time in a year to the companies registry or inland revenue department. If private companies have made some changes in the company’s registered office or some other thing, you have to file the annual returns soon. It contains the following items:

  1. particulars of issued and authorized share capital of the company
  2. addresses and names of company secretary and director(s)
  3. amount saved by registered charges
  4. addresses and names of registered shareholders

Once the return file is made, it will be signed by a company director. Then the company secretary will submit it to the Hong Kong company’s registry 42 days after the first anniversary of business registration.

Filing annual returns must be done within 42 days after the general meeting each year, along with the guarantee of public companies. There are various things involved in the annual filing requirements, which we will discuss below.

Companies ordinance filing of annual returns towards the companies registry:

Suppose you are filing the annual return to the company’s registry. In that case, private companies in Hong Kong under the companies ordinance need to file the whole process along with an authorized representative.

If your company is a dormant company, you don’t have any financial statements during the year after the incorporation date of the company. As a result, your company will be excluded from filing an annual tax return.

Annual Return:

The annual return is a specified form of having the company’s particulars, such as the company’s registered office address, directors, company secretary, shareholders, etc. You don’t have to file the financial statements within the company’s registry.

If you haven’t provided the required information to the company’s registry about your Hong Kong company, you have to pay higher registration fees. Late submission after the due date enables the Hong Kong registered auditor and officers to fine you.

Process of filing of annual returns along with Inland revenue department ird:

According to the Hong Kong accounting standards, every Hong Kong company should file a tax return together with audited accounts on an annual basis to the IRD of Hong Kong. The IRD of Hong Kong has to notify and issue the tax return filing to the private companies every year on the 1st of April.

To the newly commenced business, the IRD sends the notification after the 18th month of the incorporation date. Once getting the notification, the company must file the tax return within one month. Moreover, the companies can request an extension if they know they will not be able to file the annual tax return after the due date.

Some documents should be attached to the annual tax return file, and they are given below:

  • tax computation explaining the amount of assessable profits tax return
  • the balance sheet of the company, auditor report, profit and loss accounting records related to annual profit tax return according to the company’s accounting reference period

Company’s business records requirements:

  • It includes the accounting records, income, payment, and expenditure.
  • verified entries of vouchers, bank statements, relevant papers, and invoices
  • a complete description of business entities’ assessable profits and liabilities
  • The daily record of all the company’s money received and expended by the business, along with supporting proofs of payments and receipts.

Process for the company name change:

If you want that your Hong Kong company should have a valid name, then you have to follow the following requirements. The company name change includes:

  • change of English company name
  • Change of Chinese company name
  • Addition of English company name
  • Addition of traditional Chinese name
  • Abandonment of English/ Chinese name

All of these things are considered the same, and they will go through the same process for sure. Hong Kong business registration requires some valid company names, and they made a law for it. The company name’s law limits the Hong Kong resident, and foreigners who want to make their business registration done should follow these rules.

The company name should be only in English or Chinese language. However, it can be done with a mixture of English and traditional Chinese. Additionally, every private limited company name should end with the word “limited.”

Procedure:

  • It would help if you searched the company name online for the incorporation of a Hong Kong company along with a trademark register search. This step is done to prevent any violation of the rules for naming the company.
  • If you want to change the company’s existing name, then you have to pass the resolution from all the shareholders whether they agree about it or not.
  • After changing the Hong Kong company name, you have to register it with companies registry. This process takes almost four working days after the submission online. For this purpose, you have to pay the government fee. This is important for getting a business registration certificate.
  • Once your application for the name change is approved, then you will be able to get it from the CR under companies ordinance.
  • After that, Hong Kong company should buy a new company seal and adapt it for every purpose. The company seal then becomes the standard seal for work.

Method for change in articles of association:

The articles of association make the company’s constitution prove to be very important for business progress in Asian financial markets. It requires the following things:

  1. company name
  2. capital clause
  3. association clause
  4. memorandum, including a declaration of the company’s liability
  5. objects clause

The amendment in the articles of association is not very easy because you have to pass the special resolution among company shareholders to approve it together. However, if 75% of the company’s shareholders support the resolution according to the classes of shares, then the change can happen.

Things needed for getting a business registration certificate for a Hong Kong company along with corporate compliance requirements under inland revenue department ird:

The business registration certificate should have the following things to be processed entirely:

  • Local registered address
  • body corporate if the company have
  • audited accounts
  • authorized representative
  • transaction date for bank statements
  • profit and loss account in a financial year
  • annual financial statements
  • details of a corporate secretary even if they are Hong Kong resident
  • updated financial records

Employer’s return within inland revenue department ird of Hong Kong:

Which things are needed?

Annual filing requirements of employer’s return need pensions and related forms along with payroll of at least seven years as an employee in a specific Hong Kong company. Moreover, notify the ird department of Hong Kong about any change in employee’s particulars.

The tax computation of annual return within profits tax return is done by inland revenue department ird even though you are a Hong Kong resident. Once the company has made a file for an annual return of an employee, it will be handed to the employee.

Online forms are available on the official website of IRD Hong Kong. After filing that employer’s return form, it will be submitted to IRD in physical condition after the transaction date. Annual tax returns and profits tax returns are a complete process that takes some time.

Once it is done, the employee will get notifications if they have approved their request. Typically the IRD of Hong Kong issues the employer’s return on the first business day of April on an annual basis as annual return.

If you are the first time getting an employer’s return, send the completely filled form to the IRD of Hong Kong and if you didn’t receive your form, then again notify the IRD in mid of April. If an employee’s return is failed in submission, you have to pay higher registration fees again and move forward with heavy penalties.

Employment law needs corporate compliance:

Hong Kong offers safety to the employees who are working in their country by giving them the employment ordinance. It contains statutory holidays, maternity protection, paid annual leave, payment of wages, sickness allowances, etc.

Hong Kong provides all the facilities to the employees regardless of their nationality. It includes various facilities and laws given below:

  • Hong Kong bill of rights ordinance
  • companies ordinance
  • employees’ compensation ordinance
  • labor Tribunal ordinance
  • mandatory provident fund schemes ordinance
  • minimum wage ordinance
  • Occupational schemes ordinance
  • safety and health ordinance
  • personal data privacy ordinance
  • prevention of bribery ordinance
  • family status discrimination ordinance
  • annual return compensation

Director’s responsibility:

The fulfillment of corporate compliance requirements is the responsibility of the director or directors of the Hong Kong company. They have to make sure that either initial and final compliance needs are met with business progress or not. This process is vital for working in Hong Kong.

The Hong Kong company with non-compliance leads to heavy fines or even prosecution. That’s why business pros recommend hiring a professional firm that will help the directors to go through the process easier while working in Hong Kong.

In a financial year, there are many things that the director has to handle for getting proper compliance from the CR and IRD of Hong Kong. The professional firms are experienced in this work, and they know to make your Hong Kong company comply with the rules and regulations of the Hong Kong company’s ordinance.

We hope this article will ease you out after reading it thoroughly. Best of luck!

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