What Happens After Incorporation? The Seven Things to Deal With Immediately

At a glance

The most commonly mishandled point: the 42-day annual return deadline runs from your company’s incorporation date — not the financial year, and not the tax filing period. Incorporated on 15 March, it falls due around 26 April each year, regardless of whether you chose a December or March year end.

Is the bank account the first thing to do?

In practice it is what people do first, but it is not the most urgent — opening an account has no statutory deadline; several of the others do.

How fast it goes depends mainly on whether you give the bank enough to understand the business. The HKMA has said that straightforward cases can be completed within days, and some banks now handle SME applications entirely online, with real-time electronic identity verification and e-signature, opening an account in as little as 3 business days. Requirements differ by bank, there is no single universal checklist, and the commonly repeated claim that “you must deposit a certain amount” has no official source. See the business bank account guide.

Why can the significant controllers register not wait?

Since 1 March 2018, companies incorporated in Hong Kong must obtain and keep up-to-date beneficial ownership information in a significant controllers register — who really holds the company and who really decides, written down and kept. It is a transparency requirement, not something that starts when trading does.

If the register is not kept at the registered office, form NR2 must be filed within 15 days of first keeping it there or of the location changing. A “designated representative” must also be designated: a shareholder, director or employee of the company who is a natural person resident in Hong Kong, or an accounting professional, a legal professional, or a licensed trust or company service provider (TCSP). Failing to keep it as required is a criminal offence, with the company and every responsible person each liable to a level 4 fine of HK$25,000, plus HK$700 per day for a continuing offence. How to complete it: the significant controllers register.

When do the statutory registers and the year end have to be settled?

The statutory registers include the register of directors (s.641) and the register of company secretaries (s.648). If they are kept outside the registered office and not in the same place as the register of members, the Registrar must be notified within 15 days of first keeping them there or of the location changing.

The year end has no deadline, but leaving it unsettled causes problems downstream — choosing 31 March or 31 December directly decides which IRD filing category you fall into and how long an extension you get. A new company usually receives its first profits tax return about 18 months after incorporation, so there is time to think, but do not wait for the letter to arrive. How to choose: choosing a year end.

How do you remember the 42-day deadline?

A private company files form NAR1 with the Companies Registry within 42 days of the most recent anniversary of incorporation, with an annual registration fee of HK$105 if on time.

The 42 days include weekends and public holidays — they are not business days. And the fee escalates the moment you are late: HK$870 within 3 months, HK$1,740 within 6, HK$2,610 within 9, and HK$3,480 beyond that. From HK$105 to HK$3,480 — 33 times, purely for forgetting. Put the date in the calendar on the day of incorporation, or simply hand it to a company secretary. Details: the annual return NAR1.

Can the bookkeeping wait until the year end?

Legally, no. Section 51C of the Inland Revenue Ordinance requires every person carrying on a trade, profession or business in Hong Kong to keep sufficient records of income and expenditure in English or Chinese, and to retain them for at least 7 years after the transaction they relate to is completed. Breach carries a fine of up to HK$100,000.

In practice it is a worse idea still. Collecting a box of receipts through the first year and sorting it at the year end usually ends with large invoices that cannot be found, bank statements that do not reconcile, an auditor held up, and the filing deadline arriving anyway. Posting monthly from the first transaction makes preparing the accounts and dealing with the auditor far smoother later.

Hiring your first employee — what has to happen immediately?

Two deadlines. On the IRD side: the employer completes and files form IR56E within 3 months of the employment starting.

MPF is more pressing: for full-time and part-time employees aged 18 to 64 employed for 60 days or more, the employer must enrol them in an MPF scheme within the first 60 days of employment. The 60 days run in calendar days from the date employment starts, holidays included. Failing to enrol on time can result in prosecution, with a maximum fine of HK$350,000 and 3 years’ imprisonment on conviction — and stringing together short contracts of under 60 days is not a way around it. Details: the MPF employer guide.

While we are here, one common question: is a company chop still required? Not necessarily — see company seals and signing.

Of these seven, which do you have to do yourself?

Only three genuinely need your decision: which bank, which year end, and whether to hire.

The rest are recurring items with deadlines attached, and handing them over is the safer option — because the cost of forgetting once is usually more than a year’s service fee. We are a licensed Hong Kong trust or company service provider (TCSP) and can act as your designated representative, maintain the registers, track the deadlines, keep the books monthly, and prepare the year-end file for the auditor.

Want the incorporation handled together with all this? Get started. Already incorporated and want someone tracking these deadlines? Talk to us.

The deadlines, fees and penalties described are as published by the Companies Registry, the IRD and the MPFA; government fees and penalty amounts are adjusted from year to year. This is general information, not professional advice; individual situations warrant advice from a professional.