Digital Assets & Virtual Assets
CARF in Hong Kong: What the Crypto-Asset Reporting Framework Means from 2027
Every company incorporated in Hong Kong must appoint a company secretary. The role is usually treated as administrative housekeeping, and much of it is, but it sits at the centre of the company's statutory compliance and the penalties for getting it wrong fall on the directors personally as well as on the company.
This guide sets out who can hold the role, what the deadlines and fees actually are, what the penalties look like, and what changed in 2025 and 2026.
Who can be a company secretary
A company secretary of a Hong Kong company must be either a natural person who ordinarily resides in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong.
Two restrictions catch single-director companies. The sole director of a company cannot also be its company secretary. And a private company with only one director may not have a body corporate as secretary where the sole director of that body corporate is also the sole director of the private company. Separately, every private company must have at least one director who is a natural person.
If you are engaging a service provider, check they are licensed. Carrying on a business of acting as, or arranging for another person to act as, a director or company secretary of a corporation is a regulated activity requiring a trust or company service provider (TCSP) licence from the Companies Registry. The same applies to company formation, provision of a registered office or business address, and nominee shareholder or trustee services. Operating without a licence is an offence under section 53F(1) of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, carrying a fine of HK$100,000 and six months' imprisonment.
Core responsibilities
- Maintaining the statutory registers, including the registers of members, directors and secretaries.
- Keeping the Significant Controllers Register.
- Preparing and keeping minutes of directors' and shareholders' meetings.
- Filing the annual return and notifying the Companies Registry of changes to company particulars.
- Maintaining the registered office and handling statutory correspondence.
- Supporting the board on governance and compliance.
The annual return, and what late filing costs
A private company must file its annual return (Form NAR1) within 42 days after the anniversary of its incorporation. For a company that has re-domiciled to Hong Kong, the clock runs from the anniversary of re-domiciliation.
The registration fee escalates sharply with delay:
| Filed | Fee |
| Within 42 days | HK$105 |
| More than 42 days but within 3 months | HK$870 |
| More than 3 months but within 6 months | HK$1,740 |
| More than 6 months but within 9 months | HK$2,610 |
| More than 9 months after the return date | HK$3,480 |
Two points are worth emphasising. The Registrar has no power to extend the deadline or waive the higher fees, so there is no discretion to appeal to. And the escalating fee is not the penalty. Failure to file is a separate offence under section 662 of the Companies Ordinance, carrying a maximum fine of HK$50,000 plus a daily default fine of HK$1,000 for a continuing offence, imposed on the company and on every responsible person, which includes the directors.
Other filing deadlines
| Event | Form | Deadline | Maximum penalty |
| Appointment or cessation of a director | ND2A / ND2B | 15 days | HK$25,000 plus HK$700 daily |
| Appointment or cessation of a company secretary | ND2A / ND2B | 15 days | HK$25,000 plus HK$700 daily |
| Change of registered office | NR1 | 15 days | HK$50,000 plus HK$1,000 daily |
| Allotment of shares | NSC1 | 1 month | HK$25,000 plus HK$700 daily |
Since 17 August 2026, individuals can file NAR1 and NR1 through iAM Smart+ without registering for the e-Services Portal, which removes a small but real friction for founders handling their own filings.
Business registration is separate
Business Registration renewal with the Inland Revenue Department is a distinct obligation from the annual return, and the two are often confused.
The amount payable has changed. For one-year certificates commencing between 1 April 2025 and 31 March 2026 the Protection of Wages on Insolvency Fund levy was waived, so the total was HK$2,200. The levy of HK$150 has been restored for certificates commencing on or after 1 April 2026, bringing the one-year total to HK$2,350. A three-year certificate now costs HK$6,170. There is no business registration fee waiver or concession in the 2026-27 Budget.
The Significant Controllers Register
Every company formed and registered under the Companies Ordinance, including re-domiciled companies, must keep a Significant Controllers Register. Listed companies are excepted.
For a registrable person the register must record name, correspondence address, identity card number (or passport number and issuing country), the date the person became a significant controller, and the nature of their control. For a registrable legal entity it must record legal form, registration number, place of incorporation, registered office address, the date it became a significant controller, and the nature of its control.
The company must designate at least one representative to provide assistance to law enforcement. That representative must be 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 TCSP.
The register is kept at the registered office or at another Hong Kong location. If kept elsewhere than at the registered office or the location of the members' register, Form NR2 must be filed within 15 days. Non-compliance is a criminal offence carrying a fine at level 4 (HK$25,000) plus a daily fine of HK$700 where applicable.
Consequences of falling behind
Beyond the fines, prolonged default exposes a company to being struck off the register. The commercial consequences are often the ones that bite first: incomplete statutory records slow down financing, complicate due diligence, and can derail a transaction at exactly the point where speed matters. A buyer's lawyer who finds an unfiled return and a Significant Controllers Register that was never maintained will price that into the deal.
Should you outsource the role?
Most Hong Kong businesses without in-house administrative staff engage a licensed provider. That is usually the right call for the mechanics of filing and register maintenance. It does not transfer responsibility: the directors remain accountable for the company's compliance, and the "responsible person" liability under the Companies Ordinance sits with them regardless of who does the paperwork. It is worth confirming what your provider actually monitors, and what it assumes you will tell it about.
What changed in 2025 and 2026
- Company re-domiciliation, from 23 May 2025. Non-Hong Kong corporations of four comparable types can now re-domicile to Hong Kong while keeping their legal identity, rather than having to migrate assets into a new entity. The fee is HK$6,050 electronically or HK$6,725 on paper. A re-domiciled company then files its annual return within 42 days of the anniversary of re-domiciliation.
- Treasury shares, from 17 April 2025. Listed companies may hold and dispose of repurchased shares as treasury shares.
- Paperless corporate communication, from 17 April 2025. An implied-consent mechanism now supports website-based corporate communications.
- Protection of directors' details. Under the new inspection regime, directors' residential addresses and full identification numbers are protected on the public register.
How we can help
Alan Wong LLP advises Hong Kong companies on corporate governance, Companies Ordinance compliance, Significant Controllers Register obligations, and the re-domiciliation regime. We also help companies bring overdue filings and neglected statutory records back into order, which is usually more urgent than it looks once a transaction is in prospect. To discuss your position, please get in touch.
This article is general information current as at August 2026. Fees and requirements change; confirm current figures with the Companies Registry and the Inland Revenue Department before relying on them. It is not legal advice.
