- Every share allotment after incorporation needs a Return of Allotment (Form NSC1) within one month.
- Within two months of an allotment, enter it in the register of members and have share certificates ready.
- Director, company secretary and registered office changes must be notified within 15 days.
- Keep registers of members, directors and company secretaries, plus the significant controllers register.
Investor due diligence on a Hong Kong company is mostly a check of the public record. Founder shares issued at incorporation need no filing. Every later allotment needs a Return of Allotment (Form NSC1) within one month.
An investor’s lawyers will also check the 15-day director, secretary and office notices, and each annual return within 42 days of the incorporation anniversary. That work sits with company secretarial services in Hong Kong, not with lawyers.
If the company isn’t set up yet, incorporate in Hong Kong first, then come back before you raise.
In this guide, you’ll learn:
- the Hong Kong company due diligence checklist
- whether share allotments, the register of members and share certificates are on time
- which filings and registers an investor’s lawyer will check
- whether the accounts and records will survive an accountant’s review
- what Sleek files for you, and where a lawyer takes over
What does a Hong Kong company due diligence checklist cover?
If you can answer yes to every row, the company is ready for an investor’s corporate review. Anything marked no should be fixed before you raise, not explained after.
| Item | What “ready” looks like | Statutory deadline | Covered below |
|---|---|---|---|
| Share allotments | An NSC1 on file for every allotment made after incorporation | Within one month of each allotment | Shares |
| Register of members | Agrees with your cap table, name for name and share for share | Transfers go in the next annual return | Shares |
| Share certificates and register entry | Allotment entered in the register of members; certificates ready for delivery | Within two months of the allotment | Shares |
| Director and secretary changes | An ND2A or ND2B on file for every appointment, resignation or change of particulars | Within 15 days | Filings |
| Registers of directors and company secretaries | Kept, current and matching the ND2A / ND2B filings | Ongoing | Filings |
| Registered office | An NR1 on file for every move since incorporation | Within 15 days | Filings |
| Annual returns | An NAR1 filed for every incorporation anniversary | Within 42 days of each anniversary | Filings |
| Significant controllers register | Kept, current and ready to show | Own rules, linked below | Filings |
| Audited accounts | Audited financial statements for every completed financial year | Own rules, linked below | Accounts |
| Business records | Books and source documents kept to the statutory standard | Own rules, linked below | Accounts |
| Holding structure and ESOP pool | Decided and written down, even if the answer is “not yet” | No deadline: a decision | Accounts |
Rows without a stated deadline have rules of their own. This page links to those rules rather than restating them.
Are your share allotments on the public record?
Every share allotment after incorporation needs a Return of Allotment (Form NSC1) delivered within one month. The Companies Registry filing guide sets that limit, with a maximum penalty of HK$25,000 for each breach plus a daily default fine of HK$700.
The founder shares are not the risk. The Registry’s share capital FAQ says there is “no need to deliver a Form NSC1 to report the issue of shares to the founder members who signed the articles of association”. What catches founders is everything after that:
- a seed or angel allotment to a new investor;
- new shares issued to a co-founder who joined after incorporation;
- an ESOP exercise satisfied by issuing new shares; and
- a top-up allotment to existing shareholders.
What else is due on the same allotment?
Two further clocks start on that allotment. Both run for two months, not one.
| Duty | Deadline | Section |
|---|---|---|
| Enter the allotment in the register of members | As soon as practicable, and in any event within two months | s.143 |
| Complete the share certificates and have them ready for delivery | Within two months, unless the issue terms say otherwise | s.144 |
Hong Kong law doesn’t require a cap table. Investors still ask for one. The register of members is the company’s own record of its shareholders.
The spreadsheet founders keep is only a working copy, and the two must agree.
Share transfers work differently from allotments. No form is due when the transfer happens. The Registry says it “should be reported in the annual return first made by the company after such a transfer took place”.
For the mechanics, see how a share allotment works and how share capital is structured.
Keep the board minutes and written resolutions that authorised each allotment:
- Directors’ minutes for at least 10 years from the meeting
- Members’ resolutions for at least 10 years from the resolution date
Are your filings and registers up to date?
Director, company secretary and registered office changes each have a 15-day window, and the annual return has 42 days. Founders who added a co-founder as director, lost one, or moved office since incorporation are the ones most likely to have a gap here.
| Form | What it reports | Deadline | Maximum penalty per breach | Daily default fine |
|---|---|---|---|---|
| NSC1 | A share allotment after incorporation | Within one month after the allotment | HK$25,000 | HK$700 |
| ND2A | A director or company secretary appointed or ceasing | Within 15 days | HK$25,000 | HK$700 |
| ND2B | A change in a director’s or secretary’s particulars | Within 15 days | HK$25,000 | HK$700 |
| NR1 | A change of registered office address | Within 15 days | HK$50,000 | HK$1,000 |
| NAR1 | The annual return of a private company | Within 42 days after the incorporation anniversary | HK$50,000 | HK$1,000 |
Those figures come from the Companies Registry filing guide.
The filings are only half of it. You also need a register of directors, a register of company secretaries, a register of members, and your significant controllers register. They must match the forms on the public record.
Run that search on the Companies Registry e-Services portal before you send the data room list.
The annual return is also where past share transfers surface, so check that each one reflects the shareholdings at the time. For how the return works, see filing your annual return.
Will your accounts and records survive an investor’s accountant?
An investor’s accountant will ask for audited accounts for every completed financial year, and for the books behind them. If a year is still unaudited, that is the item most likely to move your timetable, because an audit cannot be rushed the way a late filing can.
Have these ready:
- your audited financial statements for each completed year;
- the ledger, bank statements and source documents behind them, kept to the standard set out in what records you must keep, and for how long; and
- management accounts for the current year to date.
Two structure questions to settle first
An investor may ask whether the company should sit under a holding company, and whether an option pool has been set aside for staff. You don’t need to have done either, but you should have decided.
Read whether you need a holding structure and setting aside an ESOP pool before that conversation, and take legal advice on the choice itself.
How Sleek helps you get investor-ready, and where a lawyer takes over
Sleek handles the filings, registers and accounts an investor’s lawyer will check. The term sheet and shareholders’ agreement stay with your lawyer.
With Sleek, you can:
- File the statutory forms: NSC1, ND2A, ND2B, NR1 and NAR1 on their deadlines.
- Keep the registers current: members, directors, company secretaries and the significant controllers register.
- Keep the books current: accounting as you go, not reconstructed at year end.
- Coordinate the statutory audit: so completed years have signed accounts ready through statutory audit services.
The deal itself is not Sleek’s work. Term sheets, shareholders’ agreements, valuation, convertible instruments and IP assignments belong with a lawyer.
Fintech licensing is specialist regulatory work. Start with SFC licensing requirements and licences and permits in Hong Kong. More guides sit in Sleek’s Hong Kong resource library.
If you need the filings and registers cleaned before a data room opens, that’s the work to start now.
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FAQs on investor due diligence hong kong company
We missed a filing deadline. What should we do before the round?
Deliver the overdue form now rather than waiting for the investor’s lawyer to find the gap. Filing late doesn’t undo the breach, and the maximum penalties still attach.
A late annual return costs HK$870 to HK$3,480 extra to register. A company that has already corrected the record is in a stronger position than one caught mid-diligence.
What is the requirement for a shareholder to be a tax resident?
Hong Kong doesn’t require a shareholder to be a Hong Kong tax resident. The Companies Ordinance sets no tax-residence condition on membership.
Hong Kong profits tax makes no distinction between residents and non-residents. Chargeability turns on profits arising in Hong Kong, not on where the owners live. Take advice in the investor’s home jurisdiction on how it taxes dividends or a later sale.
Does a Hong Kong company need a Hong Kong-resident director?
No. InvestHK states that a company needs at least one director who is a natural person, and that “a non-Hong Kong resident can be appointed as a director”. That suits cross-border founders running the company from outside Hong Kong, as long as each appointment and change is notified to the Registry within 15 days.
When should we start this check?
Start when a term sheet looks likely, not when it arrives. Most items on the checklist come down to a single form, but an unaudited year takes longer to close. Remember that the round itself creates a new allotment, so the investor’s shares will need their own Return of Allotment NSC1 within one month of completion.
