A Hong Kong private limited company is light to run, but it is not maintenance-free. Even a holding company with no local staff has a fixed yearly cycle with the Companies Registry (CR) and the Inland Revenue Department (IRD), and missed dates bring higher fees, estimated tax assessments and possible prosecution. This checklist is for foreign founders and groups, including those using a Hong Kong company to hold an Indonesian PT PMA.

Based on CR and IRD guidance and the Companies Ordinance (Cap. 622), Inland Revenue Ordinance (Cap. 112) and Business Registration Ordinance (Cap. 310).

1. The annual return (NAR1)

Every local private company must deliver Form NAR1 within 42 days after each anniversary of its incorporation date (CR: Local Private Company). It confirms the registered office, shareholders, directors and company secretary. The CR cannot extend the deadline.

Filed late, the registration fee rises on a sliding scale the longer you wait, and the Registrar cannot waive it (CR fee table). The CR’s filing calculator gives your exact due date.

2. Business Registration renewal

The Business Registration Certificate is issued for one or three years. The IRD sends a renewal demand note around the middle of the month before the new certificate starts, and the receipted note becomes your new certificate (IRD: Renewal of Business Registration). If no note arrives, tell the IRD in writing within one month of expiry. The IRD may add a penalty to late payment. A company’s business is not treated as ceased until the company is dissolved or deregistered, so dormancy does not stop renewal.

3. Profits Tax return: issue, deadlines and block extensions

Profits Tax returns are bulk-issued on the first working day of April and are normally due one month later (GovHK: Profits Tax Return). A new company usually receives its first return about 18 months after incorporation and has three months to file it. A chargeable company that receives no return must notify the IRD within four months after the end of its basis period.

With a tax representative, the Block Extension Scheme extends the deadline according to your year-end. For 2025/26 returns (IRD circular; D-code update):

  • “N” code (year-end 1 April to 30 November): no extension.
  • “D” code (December year-end): 31 August 2026 on paper, 2 October 2026 e-filed.
  • “M” code (year-end 1 January to 31 March): 16 November 2026 on paper, 16 December 2026 e-filed (extension on application). Loss cases can apply for 1 February 2027.

The 2026/27 returns are expected on 1 April 2027, with new dates in the IRD’s next circular. Corporations with gross income generally attach audited accounts and a tax computation. For rates, see our guide to Hong Kong holding and tax optimisation.

4. Statutory audit and the AGM

Every Hong Kong company must have its financial statements audited, including small companies using the simplified “reporting exemption”. Only dormant companies are exempt (CR FAQ: Accounts and Audit). A private company that is not a subsidiary of a public company must hold its AGM within nine months after the end of its accounting reference period. Single-member companies are exempt, and others can dispense with it by unanimous resolution (CR FAQ: Meetings). The audit itself still applies, so book the auditor early: it sets the timing of your tax return.

5. The Significant Controllers Register (SCR)

Every Hong Kong company must identify anyone with significant control, such as more than 25% of the shares or votes, and keep an SCR (CR SCR guideline). It is not filed publicly. Keep it at the registered office or another place in Hong Kong, ready for law enforcement officers, and name a designated representative. That must be a Hong Kong-resident director, shareholder or employee, or an accounting professional, legal professional or licensed trust or company service provider. Breaches are offences, with fines that keep adding up daily while the breach continues (Companies (Amendment) Ordinance 2018). In a PT PMA structure, look through every layer to the people who ultimately control it.

6. Company secretary and registered office

Every company needs a company secretary. An individual secretary must ordinarily reside in Hong Kong, and a corporate secretary must have its registered office or a place of business there. A private company’s sole director cannot also be its secretary (Companies Ordinance, Part 10, ss. 474–475). The company also needs a registered office in Hong Kong, and changes to either must be filed within 15 days on Form NR1 or ND2A (CR: filing requirements). IRD returns arrive at that address, so make sure someone reads the mail.

7. The Employer’s Return, if you have staff

The Employer’s Return (BIR56A) is issued on the first working day of April and must be filed within one month, with an IR56B for each reportable employee (IRD: Employers). If you receive one with no staff, tick “No” and file it anyway. Directors are reported whatever the amount paid. During the year, file IR56E within three months of hiring, IR56F one month before someone leaves, and IR56G one month before an employee leaves Hong Kong (IRD: employer obligations).

8. FSIE: foreign dividends, interest and gains

Under the foreign-sourced income exemption (FSIE) regime, in force since 1 January 2023, certain foreign-sourced dividends, interest, IP income and disposal gains received in Hong Kong by a member of a multinational group are taxable unless an exception applies (IRD: FSIE). There is no size threshold, so a Hong Kong company that owns an Indonesian PT PMA is likely in scope. For PT PMA dividends, two exceptions matter most:

  • Economic substance. A pure equity-holding company must meet its Hong Kong filing duties and have adequate people and premises in Hong Kong to manage its shareholdings. This can be outsourced within Hong Kong.
  • Participation. At least 5% held for 12 months before the dividend, subject to a 15% subject-to-tax test and anti-abuse rules.

Keep FSIE records for seven years. The IRD offers advance rulings on substance. Our guide to setting up a Hong Kong holding company explains the structure.

Common penalties and mistakes

  • Assuming a holding company has nothing to file. The NAR1, renewal, audit and any IRD return still apply.
  • Missing the NAR1 date. On top of the higher fee, the company and its officers can be fined, with daily fines while the default continues.
  • Late Profits Tax returns. These can bring an estimated assessment, additional tax under section 82A, or prosecution under section 80(2), with fines linked to the tax undercharged (IRD penalty policy).
  • Ignoring a BIR56A. Employer reporting failures can lead to a fine.
  • A stale SCR or secretary record after a share transfer or restructuring.
  • A holding company with no real substance receiving PT PMA dividends.

How ILA can help

We support Hong Kong companies for foreign founders and groups, including holding companies for Indonesian PT PMAs. See our Hong Kong accounting and tax and company formation services. For the Indonesian side, read our PT PMA compliance guide and our article on structuring a holding company in Bali and Indonesia.

If you’d like your company’s 2026–27 dates mapped out, talk to our team.

FAQ

When is my Hong Kong company’s annual return due?

Within 42 days after each anniversary of incorporation. The CR cannot extend it.

Does a holding-only Hong Kong company need an audit?

Yes. Only a company that is formally dormant under the Companies Ordinance is exempt.

When is the Profits Tax return due?

Normally one month after issue. With a tax representative, the date depends on your year-end. For 2025/26, “M” code paper returns are due on 16 November 2026.

Are my PT PMA’s dividends taxable in Hong Kong?

They can be under FSIE, unless the company meets the economic substance or participation exception.

Do I file an Employer’s Return with no staff?

Yes, if one is issued. Tick “No” and file it within one month.