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 will issue summonses in the Magistrates' Courts against defaulting companies which have failed or are late in filing 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 filing, 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 Twelfth Schedule of the Companies Ordinance 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 filing annual returns is a fixed penalty of $50,000 and a daily default fine of $700. 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 or other document submitted to the Registrar wilfully makes a statement false in any material particular, knowing it to be false, he / she shall be guilty of an offence and shall be 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 for Breaches of the Companies Ordinance (Cap. 32).

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 index of company names kept by the Registrar; or if the Registrar receives a court order restraining a company from using its name or any part of the name, 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 full reasons and including any available evidence of confusion which is claimed to have arisen. Objections to company names should be made in good time (preferably not later than 1 month before the expiry of the statutory period of 12 months from the registration of the company name) so as to enable the Registrar to make enquiries and serve notices under section 22(2) of the Companies Ordinance that may be required before the expiry of 12 months from the date of registration of the 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 'Company Names Guidelines' (pdf Format).

Further, if the adopted company 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. Please note that registration of a company name with the Companies Registry does not confer any trade mark 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 company name which is in conflict with a registered trademark or '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 20 of the Companies Ordinance and to report the Notification of change of name (Form NC2) (pdf Format) 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 its officers being prosecuted. The maximum penalty is a fine of $100,000 and imprisonment of 6 months, as well as a daily default fine of $700 for any continued default. Pursuant to section 22AA(2) of the Companies Ordinance, the Registrar may also replace a company name by a new name which consists of its company registration number if the company in question 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:

Prosecution Statistics

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