Companies Ordinance (Cap 622) Compliance Checklist

Are you compliant with the Hong Kong Companies Ordinance (Cap 622)?

You feel confident that your Hong Kong private limited company (‘the Company”) is in compliance with the local company law requirements? You may take the below as a quick compliance check:


If the company secretary function is outsourced, is the service provider a company service provider licensed by the Companies Registry (“TCSP licensee)?


Did annual return file with the Companies Registry within 42 days of each anniversary date of the Company’s incorporation?


Were Companies Registry notified of corporate changes of the Company timely in specified form?


Has the Company held its annual general meeting and kept minutes thereof (or resolutions in writing) at its minute book?


Has the Company created and maintained its statutory registers, (including register of members, directors, secretary, transfers and charges) and minute book, within the Hong Kong territory?


Has the Company created, maintained (within the Hong Kong territory) and brought up to date a Register of Significant Controllers and appointed a Designated Representative (“DR”) who will provide assistance relating to the Register to a law enforcement officer?

The DR should be a director, employee or member of the Company who is a natural person resident in Hong Kong; or an accounting professional, a legal professional or a TCSP licensee


Has the Company displayed its registered name at its registered office and business venue (if any)?


Has the Company received and filed its profits tax return and employer’s return (even on “nil” basis) with the Inland Revenue Department (“IRD”)?

Filing requirement is normally on annual basis. You have not received the above returns may be due to their not having been sent for your attention. Failure to file returns may come to light only when the IRD issue summons to the Company.

If you put any “No” answer to or cannot answer any of the above questions, you may wish to check with your company secretary to obtain more details of the law requirements and understand the extent of your compliance therewith.

With increasing need for better corporate governance, the role of company secretary has grown in importance and is more than keeping statutory books and records and preparation and filing of annual return. Company secretary has a key role to play in ensuring that board procedures are both followed and regularly reviewed and providing professional guidance and advice to the Company to ensure that the Company stays compliant with the local laws and regulations. Appointing a skilled and competent company secretary is therefore essential and regular assessment of their competency may be considered.

We can help clients to conduct a compliance check and provide professional advice and guidance on ongoing or ad hoc basis. Please feel free to write to us at This email address is being protected from spambots. You need JavaScript enabled to view it. if you are interested in our services. You can find our background and service capabilities at our website at

Frances Chan, 24 June 2019