What to File?
An annual return is a return, in a specified form, containing the particulars of the company such as the offices in the place of incorporation, the principal place of business in Hong Kong, authorized representatives, directors, secretary, etc. as at the made up date of the return.
Section 334 of the Companies Ordinance requires a non-Hong Kong company to make an annual return once in every year in the specified form and forward it to the Registrar of Companies:
When to File?
A non-Hong Kong company should forward its annual return to the Registrar of Companies within 42 days after each anniversary of the date of registration of the company under Part XI of the Companies Ordinance.
If you are not sure when your annual return is due for filing, you may use the to calculate the due date.
It is a criminal offence to fail to deliver the annual return within the prescribed time period. On default, the company and every officer or agent of the company shall be liable to prosecution.
Where to File?
Deliver the annual return with the correct annual registration fee either by post or in person to :
14th floor, Queensway Government Offices,
66 Queensway, Hong Kong
How Much to Pay?
For a 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 registration of the company in Hong Kong.
(Note: A substantially higher registration fee ranging from HK$1,200 to HK$4,800 will be payable for the late filing of an annual return of a non-Hong Kong company.)
Simple Steps for Preparing an Annual Return
Download the bilingual specified form - Form N3 or Form N4
Complete the annual return in either English or Chinese
Print and sign the annual return by a director, secretary, manager or the authorized representative
Deliver the annual return with the correct registration fee by post or in person
Annual returns which have not been properly signed or not submitted with the correct fee will be rejected and returned to the presentor. The registration fee payable will be calculated according to the re-submission date of the annual return and this may result in a higher fee being payable.
You should file other forms reporting changes of information relating to directors, secretary, authorized representatives etc. if you have not yet done so. For details of the general filing requirements, please refer to the information pamphlet 'Filing Requirements of a Non-Hong Kong Company after Registration' (pdf Format).
Complying with Your Obligation to file Annual Return
It is the obligation of a non-Hong Kong company and its directors, secretary and authorized representatives to observe and comply with the filing requirements under the Companies Ordinance. You should make arrangements to deliver the annual return for filing within the prescribed time period as soon as possible.
Consequences of Non-filing or Filing Late
Companies have to pay higher registration fees for filing Annual Returns late. For a non-Hong Kong company, the registration fee payable for the late delivery of an Annual Return is:
|If the Annual Return is delivered:||HK$|
- more than 42 days after but within 3 months after the anniversary of registration
- more than 3 months after but within 6 months after the anniversary of registration
- more than 6 months after but within 9 months after the anniversary of registration
- more than 9 months after the anniversary of registration
In addition, according to section 340 of the Companies Ordinance, a non-Hong Kong company which fails to comply with any of the provisions of Part XI of the Ordinance, the company and every officer or agent of the company who authorizes or permits the default are liable to prosecution and, if convicted, pay the fines imposed by the court. The maximum level of fine is a fixed penalty of HK$50,000 and a daily default fine of HK$700.
Other Related Information
Please refer to the following information pamphlets for details relating to the filing of Annual Returns:
Filing of Annual Return by a Non-Hong Kong Company (pdf Format)
Information on Presenting Documents to the Companies Registry (pdf Format)
Price Guide to Main Services (pdf Format)
Frequently Asked Questions
Non-Hong Kong Companies - Filing of Annual Returns and Accounts
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