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Obligations of a Company
A company is a separate legal entity, that is, it is a legal person in its own right and separate from its owners. The benefit of limited liability through operating as a limited company also brings with it obligations in so much as the company must comply with the various provisions in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). These obligations include the timely disclosure and reporting of specified information about the company, its officers and shareholders, etc. and any changes in such information to the Registrar of Companies so that members of the public can have ready access to the latest information of the company kept by the Registrar of Companies.
Obligations as Officers of a Company
Every officer of a company, including its director(s), company secretary or manager, has the responsibility to ensure that the company has complied with all the provisions of the Companies Ordinance. If a company fails to comply with the requirements of the Ordinance, the company and every responsible person of the company shall be liable to prosecution and, if convicted, default fines.
In particular, any person appointed to act as a first director of a company must either signify his agreement by signing his/her Consent to Act as Director on the incorporation form, or by confirming the consent in a Form NNC3. The Form NNC3 should be delivered to the Registrar of Companies not later than 15 days after the date of incorporation of the company, failing which the company, every responsible person (including an officer) of the company, and the founder member who signs the incorporation form, commit an offence and each is liable to a fine and, for a continuing offence, to a further daily default fine.
The Companies Registry has issued 'A Guide on Directors’ Duties' (pdf Format) which outlines the general principles that a director should observe in performing his duties and exercising his powers. All directors should read these guidelines.
If you are in doubt about the nature of your responsibilities and obligations as an officer of a company, you should seek independent legal or professional advice.
How to Fulfill Your Obligations?
Deliver statutory returns to the Registrar of Companies for registration within the prescribed time periods in accordance with the requirements of the Companies Ordinance.
Keep an eye on your company's records and ensure that the company has delivered an annual return and other notices of changes in respect of the address of registered office, directors and company secretary etc. to the Registrar of Companies. You can conduct free document index searches and, if required, searches on the company's particulars through the e-Search Services under our e-Services Portal to ascertain whether the company's public record is up-to-date and accurate. You can also subscribe the 'e-Monitor' service at our e-Services Portal to keep an eye on the updating of information of your company on the Companies Register and monitor unauthorised filings or alterations of information of your company in the public records.
Notify the Registrar of Companies immediately either by email to crenq@cr.gov.hk or by fax to (852) 2596 0585 if you note that the particulars of your company are incorrect or have been changed as a result of mistakes in any registered documents or unauthorised filing of documents with the Registrar of Companies.
