Local Company Limited by Guarantee

• You should deliver an annual return in the specified form (Form NAR1) which contains the particulars of the company such as the address of the registered office, shareholders, directors, company secretary, etc. as at the made up date of the return.

• Certified true copies of the company’s financial statements including directors’ reports and auditors’ report should also be delivered for registration together with the Form NAR1.

• You must complete an annual return within 42 days after the date of the company’s Annual General Meeting (the prescribed time period) and forward the return to the Registrar for registration according to section 109 of the Predecessor Ordinance (i.e. the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)).

• You must deliver an annual return, in respect of every financial year, to the Registrar of Companies for registration within 42 days after the company’s return date (the prescribed time period) according to section 662 of the Companies Ordinance (Cap. 622).

• The return date is 9 months after the end of the company’s accounting reference period. Accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared.

1. It is a criminal offence to fail to deliver the annual return within the prescribed time period. On default, the company and every responsible officer are liable to prosecution.
   
   
2. The Registrar of Companies does not have power to extend the statutory time limit for the delivery of annual return.
   
   
3. If the due date for delivering the annual return falls on a Saturday, the deadline for delivering the return will remain unchanged.

In Hard Copy Form

• Deliver the annual return with certified copies of financial statements and correct annual registration fee either by post or in person to :

  Companies Registry
  14 ^th floor,
  Queensway Government Offices,
  66 Queensway, Hong Kong

• Please refer to the Service hours of the Companies Registry.
• Cheque should be made payable to the "Companies Registry".

In Electronic Form

• Deliver the annual return with certified copies of financial statements and the correct annual registration fee electronically through our 24-hour portal "e-Services Portal". Please visit e-Services Portal for details.

• Where an annual return of a local company limited by guarantee is delivered under section 109 of the Predecessor Ordinance (i.e. the Companies Ordinance as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)) for registration, an annual registration fee of HK$105 is payable.

• Where an annual return of a local company limited by guarantee is delivered under section 662 of the Companies Ordinance (Cap. 622) for registration, an annual registration fee of HK$105 is payable if it is delivered within 42 days after the company’s return date.

In Hard Copy Form

• Download the bilingual specified form - Form NAR1

• Complete the annual return in either English or Chinese

• Print and sign the annual return by a director or the company secretary

• Prepare certified copies of the company's financial statements including directors' report and auditors' report

• Deliver the annual return with certified copies of financial statements and correct annual registration fee by post or in person

In Electronic Form

• Please visit our 24-hour portal "e-Services Portal" for details.

Remember:

• Annual returns which have not been properly signed or not accompanied by the correct fee will be considered as unsatisfactory documents which will be rejected by the Companies Registry. The documents will not be regarded as having been delivered to the Registrar of Companies in satisfaction of the provisions of the Companies Ordinance. The annual registration fee payable will be calculated according to the date of re-delivery of the annual return and this may result in a higher fee being payable.

• If the annual return is delivered by post, the annual return will not be regarded as having been delivered to the Registrar of Companies in satisfaction of the filing requirements if it has not been received by the Registrar.

• You should deliver other forms reporting changes of information relating to directors, company secretary, etc. if you have not yet done so. For details of the general filing requirements, please refer to the information pamphlet 'Filing Requirements of a Local Limited Company after Incorporation' (pdf Format).

It is the responsibility and obligation of a company and its officers to observe and comply with the filing requirements under the relevant provisions of the Companies Ordinance. You should make arrangements to deliver the annual return to the Registrar of Companies for registration within the prescribed time period as early as possible.

• According to section 662 of the Companies Ordinance, if a company limited by guarantee fails to comply with the provision, the company and every responsible person of the company are liable to prosecution and, if convicted, default fines. The maximum penalty is HK$50,000 for each breach and, in the case of a continuing offence, a daily default fine of HK$1,000.

• For annual return delivered by a company limited by guarantee under section 662 of the Companies Ordinance, the company has to pay higher registration fees for late delivery of Annual Returns for registration. The annual registration fee payable for the late delivery of an Annual Return of a company limited by guarantee under section 662 of the Companies Ordinance is:

  If the Annual Return is delivered :	HK$
  more than 42 days after but within 3 months after the company's return date	870
  more than 3 months after but within 6 months after the company's return date	1,740
  more than 6 months after but within 9 months after the company's return date	2,610
  more than 9 months after the company's return date	3,480

  
  Note: The company's return date is 9 months after the end of the company's accounting reference period. Accounting reference period is the period by reference to which the company's annual financial statements are to be prepared.

Please refer to the following information pamphlets for details relating to the delivery of Annual Returns:

Annual Return of a Local Public Company or a Company Limited by Guarantee (pdf Format)

Annual Return e-Reminder Service (pdf Format)

Delivery of Documents in Hard Copy Form to Companies Registry for Registration (pdf Format)

Price Guide to Main Services (pdf Format)

Compliance

Local Limited Companies – Annual Returns

Delivery of Documents for Registration

Forms