Why it matters
A legal requirement — and the backbone of your company's reputation
The Companies Ordinance (Cap. 622) requires every Hong Kong company to have a company secretary and a registered office in Hong Kong. But compliance is more than a box to tick: banks, counterparties and the Inland Revenue Department all look at your filing history. A company with late returns or unpaid registration fees raises red flags — and a struck-off company loses its bank account and assets.
Our job is to make sure none of this ever happens — quietly, predictably and for a fixed fee.
What's included
Full-scope company secretarial service
One annual package covers everything a private limited company needs to stay compliant year after year.
Named company secretary
ICORP HK LIMITED, a TCSP licensee, is appointed as your statutory company secretary.
Registered office address
Prestigious Sheung Wan address for official correspondence, with mail scanning and forwarding.
Annual Return (NAR1)
Prepared, signed and filed with the Companies Registry within the statutory 42-day window.
Business Registration renewal
Annual renewal with the Inland Revenue Department, certificate delivered to you digitally.
Significant Controllers Register
Maintained at the registered office with a designated representative, as required by law.
Statutory registers & minute book
Registers of members, directors, secretaries and charges kept up to date and available for inspection.
Resolutions & AGM documents
Annual written resolutions in lieu of AGM, approval of accounts, dividend declarations.
Compliance calendar
Proactive reminders for every statutory and tax deadline, with status updates from your manager.
Government correspondence
We receive, review and action letters from the Companies Registry and IRD on your behalf.
Corporate changes
Any change, filed correctly and on time
Businesses evolve. When yours does, we prepare the resolutions, update the registers and file the right form within the statutory period (usually 15 days).
| Change | Form | What we do |
|---|---|---|
| Appoint / resign director or secretary | ND2A / ND2B / ND4 | Consent to act, board resolution, register update, filing |
| Change of registered office | NR1 | Resolution and filing within 15 days |
| Transfer of shares | Instrument of transfer, bought & sold notes | Documents, stamp duty assessment with IRD (0.2% + HK$5), new share certificates |
| Allotment of new shares | NSC1 | Resolutions, register of members, filing within 1 month |
| Change of company name | NNC2 | Special resolution, name check, filing; new Certificate of Change of Name |
| Change of director/secretary details | ND2B | Update of address, ID or name within 15 days |
| Amend Articles of Association | NAA1 | Special resolution, drafting and filing |
| Deregistration | NDR1 + IRD notice of no objection | Full deregistration process (3–6 months), final accounts coordination |
Also available: dormant status declarations, share buy-backs and capital reductions, charges registration, certified true copies, and preparation of documents for apostille or legalisation abroad.
Compliance calendar
The deadlines we track for every client company
Annual Return (NAR1)
Within 42 days after each anniversary of incorporation. Filing fee HK$105 if on time.
Business Registration renewal
Before the expiry date on your BR certificate. Annual fee set by the Government each year.
First Profits Tax Return
Issued approximately 18 months after incorporation; filed with audited accounts. See audit →
Annual accounts & AGM
Audited financial statements laid before members within 9 months after financial year-end (or written resolution).
Employer's Return (BIR56A)
If you have employees — issued in early April, due within one month.
Notification of changes
Most changes to directors, secretary, address or Articles must be filed within 15 days.
Already have a company?
Switch your company secretary to iCorp.HK in 3–5 days
Unhappy with slow responses, surprise invoices or missed deadlines? Transferring is simple and we handle every step — including a free compliance health check of your company's filing history.
- Health checkWe review your public record at the Companies Registry and flag any overdue filings.Free
- ResolutionsBoard resolution to change secretary and (if desired) registered office, prepared by us.Day 1
- FilingForms ND2A / NR1 filed; records requested from your previous provider.Day 2–3
- HandoverRegisters brought up to date; your compliance calendar is set up.Day 3–5
Overdue filings? We regularly rescue companies with years of missed Annual Returns. We calculate the penalties, prepare all outstanding returns and negotiate with the Registry where possible — then put a system in place so it never happens again.
FAQ
Company secretary in Hong Kong — frequently asked questions
Yes. Section 474 of the Companies Ordinance requires every company to have a company secretary. The secretary must be a Hong Kong resident individual or a Hong Kong body corporate; since 2018 corporate providers must hold a Trust or Company Service Provider (TCSP) licence. A company with only one director cannot appoint that director as secretary.
A private company files Form NAR1 within 42 days after the anniversary of its incorporation. The government fee is HK$105 if filed on time, rising to HK$870 (within 3 months late), HK$1,740 (within 6 months), HK$2,610 (within 9 months) and HK$3,480 thereafter. Directors may also be prosecuted. Our fee for preparing and filing the return is included in the annual package.
Since March 2018 every Hong Kong company must identify its significant controllers — persons holding more than 25% of shares or voting rights, the right to appoint a majority of directors, or otherwise exercising significant influence — and record them in a register kept at the registered office. A designated representative (which can be the company secretary) must be appointed to assist law enforcement. Failure to keep the SCR is an offence with fines up to HK$25,000.
The registered office address is for official government correspondence. If you also want to use a Hong Kong address on your website, invoices and bank account, our virtual office add-on provides a business correspondence address with mail scanning, forwarding and optional phone answering.
Yes, at any time. We prepare the board resolution, file Form ND2A for the change of secretary (and NR1 if the registered office moves), and request the statutory records from your previous provider. Most transfers complete within 3–5 business days. There is no fee for the transfer itself when you take our annual package.
A company remains liable for filings and fees until it is formally deregistered. You can either declare the company dormant (which suspends the audit requirement but not the Annual Return) or apply for deregistration, which requires a notice of no objection from the IRD and takes about 3–6 months. We advise on the most cost-effective route and handle the process.