Annual Returns of Local Companies

Under the new Companies Ordinance (Cap. 622) ("the new CO"), the annual return of a public company or a guarantee company will no longer be filed with reference to the date of Annual General Meeting ("AGM") as an AGM may be dispensed with under section 612 of the new CO. The requirement is to deliver the annual return in respect of every financial year of the company instead of in each calendar year.

Pursuant to sections 662(3) and (4) of the new CO, the annual return of a public company or a guarantee company should be filed (together with certified true copies of the relevant financial statements, directors' report and auditor's report) within 42 days after the company's return date. The return date for a public company is 6 months after the end of the company's accounting reference period while the return date for a guarantee company is 9 months after the end of the company's accounting reference period. The accounting reference period is the period by reference to which the company's annual financial statements are to be prepared. For example, if a company prepares its financial statements up to 31 December every year, the accounting reference period is from the 1 January of a year to 31 December of the same year.

Further, section 2 of Schedule 6 to the new CO provides that a listed company is only required to provide the particulars of members who held 5% or more of the issued shares in any class of the company's shares as at the date of the return.

There is no change in the requirement to file annual returns of private companies. Pursuant to sections 662(1) and (2) of the new CO, the annual return of a private company must be delivered for registration within 42 days after the anniversary of the date of incorporation of the company.

Sections 662 to 665, Part 12 and Schedule 6

Section 121 of Schedule 11

For a public company or guarantee company registered under a former Companies Ordinance, if the financial year (as defined in section 2(1) of the old Companies Ordinance (Cap. 32) ("the old Ordinance")) of the company begins before the commencement of section 662 of the new CO and ends on or after that date, the requirement to file an annual return with reference to the AGM date under sections 107 and 109 of the old Ordinance continues to apply in relation to the company for that financial year.