Annual Filings for US LLC and HK Ltd: Deadlines, Forms, Duties

Which annual duties apply to a US LLC and a HK Ltd?

At federal level the LLC files either Form 5472 with a pro forma 1120 or Form 1065, depending on its structure, and at state level an annual report and franchise tax. The Hong Kong limited requires bookkeeping, financial statements audited by a locally licensed CPA, a profits tax return, the annual return NAR1 and annual renewal of its business registration. Both sets of duties apply regardless of whether the company generated revenue.

US LLC: Form 5472 and the federal level

An LLC owned by a single foreign person is a disregarded entity for tax purposes and must file Form 5472 together with a pro forma Form 1120 once reportable transactions with related parties exist, which includes contributions and distributions. An EIN is a prerequisite. The penalty for failing to file or filing incomplete information is USD 25,000 per reporting period, which makes this the single most important date in the whole calendar.

US LLC: deadlines, extensions and further forms

For calendar year filers, Form 5472 with the pro forma 1120 is due on 15 April, extendable to 15 October via Form 7004. A multi member LLC is treated as a partnership and files Form 1065 with a Schedule K-1 per member, normally due 15 March. Depending on the situation further filings can apply, for example where income is effectively connected with a US trade or business or where US withholding is involved, which needs case by case review.

US LLC: state level obligations

Every state sets its own rules. Delaware charges LLCs an annual franchise tax of USD 300 due on 1 June, Wyoming requires an annual report with a licence fee on the first day of the anniversary month, and New Mexico requires no annual report for LLCs. All states require a registered agent to be maintained, and losing that agent can lead to administrative dissolution. Beneficial ownership reporting under the Corporate Transparency Act changed substantially in 2025, so verify the current position before each deadline.

Hong Kong limited: audit and profits tax return

Every Hong Kong limited must keep books and prepare financial statements audited by a CPA licensed in Hong Kong, even where activity is minimal or nil. The audited accounts are filed with the profits tax return to the Inland Revenue Department. The first return is usually issued around 18 months after incorporation and annually thereafter, with the filing deadline linked to the chosen financial year end.

Hong Kong limited: registers, annual return and business registration

The annual return NAR1 must be filed with the Companies Registry within 42 days of the incorporation anniversary, with escalating fees for late filing. The business registration must be renewed annually. In addition, a significant controllers register must be maintained and kept at the registered office, and the company must have a company secretary and a registered address in Hong Kong at all times.

What happens if you miss a deadline

In the US, beyond the Form 5472 penalty, late filing surcharges and interest apply, and losing good standing at state level can block account openings and contracts. In Hong Kong, late filing fees escalate in steps, the tax authority can raise estimated assessments and proceedings against directors are possible. In both jurisdictions, restoring the position costs considerably more than filing on time.

Preparation: what you need throughout the year

You need complete statements from all bank and payment accounts, sales and purchase invoices, agreements with related parties, records of contributions and distributions, and continuous bookkeeping in the reporting currency. Hong Kong adds whatever supporting evidence the auditor requests for revenue and costs. Maintaining this monthly produces accounts at a fraction of the cost of reconstructing them after year end.

Next steps

Build a deadline calendar per entity covering federal, state and registry duties with lead times for the preparation work, and record in writing who handles which filing. Also check what obligations your own country of residence imposes in respect of the shareholding. Binding assessments are made case by case by licensed advisers in the countries involved.

Frequently asked questions

Does a US LLC with no revenue still have to file?

Usually yes. A foreign owned single member LLC must file Form 5472 with a pro forma 1120 once reportable transactions exist, and contributions or distributions already count.

What is the penalty for missing Form 5472?

USD 25,000 per reporting period, with further amounts possible if the failure continues after notice. It is the most expensive avoidable deadline in the US LLC calendar.

When is the annual report due for an LLC?

It depends on the state. Delaware's USD 300 franchise tax is due on 1 June, Wyoming requires the annual report on the first day of the anniversary month, and New Mexico requires no annual report for LLCs.

Does a Hong Kong limited really need an audit?

Yes. The financial statements must be audited by a CPA licensed in Hong Kong, even if the company had little or no activity during the year.

When is the Hong Kong profits tax return due?

The Inland Revenue Department issues the return, the first one usually around 18 months after incorporation. The deadline follows your financial year end, and extensions are commonly available through a tax representative.

What is the annual return NAR1?

An annual filing with the Hong Kong Companies Registry covering shareholders, directors and registered office. It is due within 42 days of the incorporation anniversary, after which fees escalate in steps.

Can I prepare the annual accounts myself?

For a US LLC that is possible depending on complexity, but Form 5472 carries significant cost risk if handled wrongly. In Hong Kong the audit must be performed by a licensed CPA and cannot be self prepared.

What do annual filings for a foreign company cost?

It depends on transaction volume, number of accounts, currencies and whether an audit is required. Hong Kong adds the auditor's fee on top of bookkeeping, while a US LLC adds state level fees.