Our Prosecution Policy
The Registrar of Companies ("the Registrar") is responsible for enforcing provisions of the Companies Ordinance and is delegated with the authority to prosecute cases of non-compliance.
Companies should observe their responsibilities to comply with the various provisions of the Companies Ordinance including their filing obligations. The Registrar may issue summonses in the Magistrates' Courts against defaulting companies which have failed to deliver or are late in delivering their statutory returns within the prescribed time periods. The Registrar will also consider taking prosecution action for other offences under the Companies Ordinance. You may view the 'Prosecution Cases - Highlights' under the 'Compliance' section of this website for examples of the cases.
Punishment and Penalty
Upon conviction of minor regulatory offences under the Companies Ordinance, the court will impose a fine on the company. The fine generally composes of a fine for the breach of the relevant section of the Companies Ordinance and a daily default fine for the number of days late in delivery, if applicable. The amount of fine is determined by the Magistrate presiding at the hearing, having regard to the maximum penalty laid down in the relevant sections of the Companies Ordinance and its subsidiary legislation and section 113B of the Criminal Procedure Ordinance (Chapter 221 of the Laws of Hong Kong). In particular, the maximum level of fine for a company which fails to comply with the requirements for completing and delivering annual returns is a fixed penalty of $50,000 and a daily default fine of $1,000 for each day in the case of a continuing offence. Public and listed companies usually attract a more severe penalty than private companies.
For more serious regulatory offences under the Companies Ordinance, the penalty will include fine and imprisonment. In particular, if any person in any return, report, financial statements, certificate or other document required by or for the purposes of any provision of the Companies Ordinance, knowingly or recklessly makes a statement that is misleading, false or deceptive in any material particular, he / she commits an offence and is liable on conviction to a fine and imprisonment.
Reporting Non-compliance with the Companies Ordinance
If you believe that there has been a breach of the Companies Ordinance by a company or an individual who is connected with the company, you can inform us by lodging a Complaint Form - Reporting Breaches of the Companies Ordinance.
Investigation actions will be taken where appropriate.
Note: The Companies Registry, however, will not investigate any complaint where the subject of the complaint concerns an internal management dispute between the directors / shareholders of the company or it is claimed that members' personal rights have been infringed.
Company Names Complaints
Registration of a company name does not mean that the name is protected, neither does it mean that such a name is not liable to challenge by others. If the name is considered to be “too like” the name of another company appearing in the Registrar’s Index of Company Names or if the Registrar receives a court order restraining a company from using its name or part of it, a change of name direction will be issued against that company.
Any person who considers that the name of a company is 'too like' that of a previously registered company may submit an objection to the company name to the Registrar, giving reasons in full and including any available evidence of confusion which is claimed to have arisen. Objections to company names should be made to the Registrar in good time (preferably at least one month before the expiry of the statutory period within which the Registrar may issue the direction) so as to enable the Registrar to make enquiries and serve notice under section 108(1)(a) or (b) of the Companies Ordinance before the expiry of the statutory period, which is 12 months after the date of registration of that company name.
The criteria which the Registrar will apply in forming an opinion on whether two company names are 'too like' and the circumstances under which the Registrar will issue a direction to change a company name are set out in the 'Guideline on Registration of Company Names for Hong Kong Companies' (pdf Format).
Further, it should be noted that if the adopted name infringes the intellectual property rights of a third party, the company may face legal action by that third party. Infringement of the intellectual property rights of others may attract criminal or civil sanctions, either in Hong Kong or elsewhere. The registration of a company name with the Companies Registry does not confer any trademark rights or any other intellectual property rights in respect of the company name or any part thereof. Applicants should, therefore, ensure that they do not adopt a name which resembles a registered trademark or is “too like” the name of another company.
Registrar's Direction to Company to change its name
A direction to change a company name is a legal instruction issued by the Registrar to a company directing it to change its name.
A company which has been issued with a change of name direction is required to change its company name to a new name registrable under section 100 of the Companies Ordinance and to deliver the Notice of Change of Company Name (Form NNC2) to the Registrar within the period specified in the direction. Failure to comply with the direction to change company name may result in the company and/or every responsible person of the company being prosecuted. The maximum penalty is a fine of $100,000, as well as a daily default fine of $2,000 for any continuing default. Pursuant to section 110 of the Companies Ordinance, the Registrar may also change the company name with the company registration number, if the company fails to comply with the Registrar's direction to change its name.
List of Companies which have failed to comply with directions to change names
You may click to view the following lists: