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A registered non-Hong Kong company should deliver its annual return for registration within 42 days after each anniversary of the date of registration of the company in Hong Kong.
Section 788(3) of the Companies Ordinance (CO) provides that, if a registered non-Hong Kong company fails to deliver the annual return in compliance with section 788(1) of the CO, the company, every responsible person and every agent of the company who authorizes or permits the default, commit an offence and each is 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. (Please also see Q8.)
(Please refer to the Major Services > Major Fees under the Companies Ordinance section of this website for details of the higher registration fees.)
No. The annual return of a registered non-Hong Kong company should be made up to the anniversary of the date on which the Certificate of Registration of Non-Hong Kong Company was issued to the company.
Yes, you have to deliver an annual return in every calendar year for registration. The Registrar of Companies does not have power to grant exemption from the delivery of annual return.
No. A Form NN3 must be delivered for registration once in every year by a registered non-Hong Kong company even if there has been no change in the particulars of the company since the last annual return.
No. Particulars of the company and its officers as at the date of annual return should be stated in the annual return. Changes of company particulars and change of officers as well as their particulars should be reported in the appropriate specified forms according to the relevant provisions of the Companies Ordinance. For example, a Form NN9 should be delivered for registration to report the change in the registered office address or principal place of business and a Form NN7 should be delivered for registration to report the change of addresses of directors or company secretary.
It is the responsibility of the director(s), company secretary and authorized representative of a registered non-Hong Kong company to observe the requirements of the Companies Ordinance to deliver annual returns and other statutory documents for registration within prescribed time periods. Annual registration fee is a statutory fee prescribed in the Companies (Fees) Regulation (Cap. 622K) and is payable on delivery of the annual return. The Registrar of Companies has no discretion on the amount of annual registration fees payable which is determined by reference to the time of delivery of the annual return in question.
An “Annual Return e-Reminder” service is available at the e-Services Portal (www.e-services.cr.gov.hk) for registered users to receive electronic notifications for the delivery of annual returns. Please visit the “Compliance” section of our website at www.cr.gov.hk for details of the service.
Yes. Sundays and public holidays are included when calculating the 42-day period. However, if the 42nd day falls on a Sunday or public holiday, the due date will be extended to the following day which is neither a Sunday nor a public holiday. Please also refer to Q10 if the due date falls on a Saturday which is not a public holiday.
If the due date for delivery of an annual return falls on a Saturday, the deadline for delivery will remain unchanged. The Registrar of Companies (the Registrar) does not have power to extend the statutory time limit for the delivery of annual returns. The prescribed time period for delivery of an annual return under section 788 of the Companies Ordinance and the escalating fee scale in the Companies (Fees) Regulation (Cap. 622K) will continue to apply. Companies and document presentors are advised to deliver their statutory returns to the Registrar as early as possible. To avoid paying higher registration fees, companies and their officers who wish to deliver documents to the Companies Registry in person are advised to deliver their annual returns by the preceding Friday (where the due date falls on Saturday). A higher registration fee will be required if the annual return is delivered to the Registrar on the following Monday beyond the prescribed time period. Please also refer to Q9 if the due date falls on a Sunday or public holiday.
Moreover, if presentors choose to deliver an annual return by post but the Registrar has not received it, the form will not be regarded as having been delivered to the Registrar in satisfaction of the provision of the Companies Ordinance. Please refer to Q13 .
Companies and document presentors can always deliver documents including annual returns to the Companies Registry at 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong by post or in person on or before the due dates. They can also deposit documents and cheques in the Registry's Drop-in Box which is provided near the Information Counter on the Deck Floor, High Block of the Queensway Government Offices on Saturday (except public holidays). Registered users who have subscribed e-Filing Services can deliver annual returns electronically. Please visit the e-Services Portal for details of the e-filing services.
Yes. You can deliver the annual return by post. When calculating the annual registration fee, the date appearing in the post mark on the envelope will be regarded by the Companies Registry as the date of delivery of the annual return. However, you should deliver the annual return as early as possible within the prescribed 42-day period to avoid any delay that may be caused by unforeseen circumstances and the payment of a higher registration fee. Please also refer to Q13.
A registered non-Hong Kong company is required to deliver a certified copy of its latest published accounts for a period of at least 12 months together with the annual return for registration if the company is required by the law of the place of incorporation, the laws of other jurisdictions where the company is registered as a company or the rules of any stock exchange or similar regulatory bodies in that jurisdiction to publish its accounts or to deliver copies of its accounts to any person in whose office the accounts may be inspected as of rights by members of the public.
There is no need for the company to apply for exemption from filing accounts. The company can give a statement of the fact in the annual return, i.e. by selecting the relevant box in Section 12B of Form NN3.
Where a registered non-Hong Kong company has been incorporated for less than 18 months prior to the date of delivery of its annual return under section 788(1) of the Companies Ordinance and the accounts of the company that are required to be published have not been made up, the company should deliver an annual return and state the fact in the annual return, i.e. by selecting the relevant box in Section 12B of Form NN3.
If the accounts are not in Chinese or English, you only need to deliver a certified Chinese or English translation of the accounts together with the annual return for registration.
The accounts should be certified pursuant to section 775 of the Companies Ordinance (Cap. 622). You can read the text of the provision at www.elegislation.gov.hk.
The translation of accounts should be certified pursuant to section 4 of the Companies Ordinance (Cap. 622). You can read the text of the provision at www.elegislation.gov.hk.
