What to Deliver?

 

When to Deliver?

 

Where to Deliver?

 

How Much to Pay?

 

Simple Steps for Preparing an Annual Return

 

Complying with Your Obligation to Deliver Annual Return for Registration

 

Consequences of Non-delivery or Late Delivery

 

Other Related Information

 

Annual Return Filing Calculator

What to Deliver?

 

You should deliver in every year an annual return in the specified form (Form NN3) which contains the particulars of the company such as the office in the company’s place of incorporation, the principal place of business in Hong Kong, authorized representatives, directors, company secretary, etc. as at the made up date of the return.

 

Where section 789 of the Companies Ordinance applies, a certified true copy of the company’s latest published accounts for a period of at least 12 months that comply with the law of its place of incorporation, or the law of any other jurisdiction where the company is registered as a company, or the rules of any stock exchange or similar regulatory bodies in that jurisdiction is required to be delivered with the Form NN3.

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When to Deliver?

 

A registered non-Hong Kong company must deliver an annual return to the Registrar of Companies for registration within 42 days after each anniversary of the date of registration of the company under the Companies Ordinance (the prescribed time period).

 

If you are not sure when your annual return is due for delivery, you may use the Annual Return Filing Calculator to calculate the due date.

 

Remember:

(1)

It is a criminal offence to fail to deliver the annual return within the prescribed time period. On default, the company, every responsible person and every agent of the company who authorizes or permits the contravention 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.

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Where to Deliver?

In Hard Copy Form

 

Deliver the annual return and certified copy of the company’s latest published accounts, if required, and correct annual registration fee either by post or in person to :

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


Notes:

  • 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 and certified copy of the company’s latest published accounts, if required, and the correct annual registration fee electronically through our 24-hour portal "e-Registry". Please visit e-Registry for details.

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How Much to Pay?

For a registered non-Hong Kong company, an annual registration fee of HK$180 is payable if the annual return is delivered within 42 days after the most recent anniversary of the date of registration of the company in Hong Kong.

 

Notes:

(1)

A substantially higher registration fee ranging from HK$1,200 to HK$4,800 will be payable for the late delivery of an annual return of a registered non-Hong Kong company.

(2)

The Registrar of Companies does not have power to waive the higher registration fees prescribed in the Companies (Fees) Regulation (Cap. 622K).

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Simple Steps for Preparing an Annual Return

In Hard Copy Form

 

Download the bilingual specified form - Form NN3

 

Complete the annual return in either English or Chinese

 

Print and sign the annual return by a director, company secretary, manager or the authorized representative

 

Prepare certified copy of the company’s latest published accounts, if required

 

Deliver the annual return and certified copy of latest published accounts (if required) with the correct annual registration fee by post or in person


In Electronic Form

 

Please visit our 24-hour portal "e-Registry" 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, authorized representatives 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 Registered Non-Hong Kong Company after Registration' (pdf Format).

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Complying with Your Obligation to Deliver Annual Return for Registration

It is the obligation of a registered non-Hong Kong company and its directors, company secretary and authorized representatives 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.

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Consequences of Non-delivery or Late Delivery

 

Companies have to pay higher registration fees for late delivery of Annual Returns for registration. For a registered non-Hong Kong company, the registration fee payable for the late delivery of an Annual Return is:

 
If the Annual Return is delivered:HK$
  • more than 42 days after but within 3 months after the anniversary of registration
1,200
  • more than 3 months after but within 6 months after the anniversary of registration
2,400
  • more than 6 months after but within 9 months after the anniversary of registration
3,600
  • more than 9 months after the anniversary of registration
4,800

 

 

In addition, according to section 788 of the Companies Ordinance, if a registered non-Hong Kong company fails to comply with the provision, the company, every responsible person and every agent of the company who authorizes or permits the contravention 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.

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Other Related Information

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

Annual Return of a Registered Non-Hong Kong Company (pdf Format)

Annual Return e-Reminder Service @ e-Registry (pdf Format)

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

Price Guide to Main Services (pdf Format)

 

Frequently Asked Questions

Compliance

Registered Non-Hong Kong Companies - Annual Returns and Accounts

Delivery of Documents

Specified Forms