My company has been issued the Certificate of Incorporation. Do I have to file any documents with the Companies Registry after the incorporation of my company?

My company is just a small company and I do not have much knowledge of the Companies Ordinance, especially the provisions on filing requirements. Where can I get the information?

What is an annual return?

When should a company registered under the Companies Ordinance file its annual return?

What are the consequences of late filing of an annual return?

What can I do if I am not sure when the annual return of my company is due for filing?

Will a notice or reminder be issued to the company by the Registrar of Companies prior to the issue of a summons by the court for failure to file an annual return?

What is "Annual Return e-Alert"?

Have I done my job if I file an annual return for my company on time every year?

I am a director / the secretary of a limited company. Will I be held responsible if my company fails to file documents with the Companies Registry?

I have received a summons from the Court to prosecute my company for failing to file or being late in filing a statutory return (e.g. an annual return) under the Companies Ordinance. What should I do now?

I had submitted the outstanding annual return and paid a higher registration fee to the Companies Registry after I received the summons. Can the summons be withdrawn? Do I still need to attend the Court hearing?

Will the company be fined by the Court if the outstanding document has already been filed? If yes, what will be the amount of fine imposed by the Court?

What will be the consequence if I fail to attend the hearing of the summons?

My company was convicted and fined by the Court. Will I receive a demand note from the Court? How and where can I pay the fine?

What can I do if I have difficulty in paying the fine imposed by the Court?

When should a company report the change of its name to the Registrar of Companies?

What will be the consequences if the company does not report the change of its name to the Registrar of Companies?

Can the Registrar of Companies direct a company to change its name?

What can I do if I discover that another company is in breach of the Companies Ordinance?

My company has been issued the Certificate of Incorporation. Do I have to file any documents with the Companies Registry after the incorporation of my company?

Yes. The benefit of limited liability through operating as a limited company brings with it obligations in so much as the company must comply with the requirements under the Companies Ordinance. These include the timely disclosure and reporting of information about the company, changes in the particulars of directors, secretary and shareholders, etc. to the Registrar of Companies. These information will be made available for public inspection so that members of the public can have ready access to the latest information of the company.

My company is just a small company and I do not have much knowledge of the Companies Ordinance, especially the provisions on filing requirements. Where can I get the information?

You may visit the Bilingual Laws Information System of the Department of Justice for the detailed requirements of the Companies Ordinance, Chapter 32 of Laws of Hong Kong. Companies and their officers including the directors and secretary are responsible for the affairs of the company and should exercise due diligence in meeting their statutory obligations under the Ordinance. They should arrange and adopt appropriate measures to acquaint and update themselves of the knowledge in company law to ensure compliance. If you are in doubt about the Ordinance, you should seek independent legal or professional advice.

The Companies Registry has issued various information pamphlets, including the filing requirements after incorporation, as general guides to assist small companies and their officers to have better understanding of their obligations to comply with the filing requirements under the Ordinance. Please refer to the information pamphlets which are available in the Section 'Publications and Press Releases' - 'Information Pamphlets' of this website.

What is an annual return?

An annual return is a return, in a specified form, containing the particulars of the company such as the address of the registered office, shareholders, directors, secretary, etc. as at the made up date of the return.

When should a company registered under the Companies Ordinance file its annual return?

A private company having a share capital should file its annual return once in every calendar year (except in the year of its incorporation) within 42 days after the anniversary of its date of incorporation. For other companies, the annual return should be filed within 42 days after the date of the annual general meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM together with a certified copy of the audited accounts laid at the AGM.

What are the consequences of late filing of an annual return?

Companies having a share capital have to pay higher registration fees for filing annual returns late. Please note the registration fee payable for the late delivery of an annual return. In addition, companies which fail to file annual returns or file annual returns late are liable to prosecution and, if convicted, pay the fines imposed by the court.

What can I do if I am not sure when the annual return of my company is due for filing?

If you are not sure when your annual return is due for filing, you may use the Annual Return Filing Calculator to check the due date. (Note: The Annual Return Filing Calculator only applies to private companies having a share capital and non-Hong Kong companies.)

Will a notice or reminder be issued to the company by the Registrar of Companies prior to the issue of a summons by the court for failure to file an annual return?

The Registrar of Companies is not statutorily obliged to issue reminders to companies for filing annual returns. (See Companies Registry External Circular No. 2/2003 (pdf Format)). While enjoying the benefits of limited liability in conducting its business, it is the obligation of the company and its officers to observe and comply with the filing requirements under the relevant provisions of the Companies Ordinance including the timely filing of annual returns within the prescribed 42-day period. However, the Registrar of Companies has implemented a compliance education programme to promote compliance. Information pamphlets providing guidelines on procedures and filing requirements have been issued and are available on the Companies Registry’s website under 'Publications and Press Releases' - 'Information Pamphlets'. Further, upon incorporation of a new company, the directors and officers of the company are reminded to comply with their statutory obligations. Copies of information pamphlets 'Filing Requirements of a Local Limited Company after Incorporation' (pdf Format) and 'A Company's Obligations after Registration' (pdf Format) are issued together with the company's Certificate of Incorporation.

What is "Annual Return e-Alert"?

"Annual Return e-Alert" is a simple and user-friendly service which companies can subscribe to free of charge to have email notifications for submission of their annual returns sent to them on the date specified by them. For details of the service, please refer to the section on Annual Return e-Alert.

Have I done my job if I file an annual return for my company on time every year?

In addition to the filing of annual returns, registered companies are required to file other statutory documents with the Registrar of Companies for registration in accordance with the various provisions of the Companies Ordinance. Companies and their directors, secretaries or managers must ensure strict compliance with the Companies Ordinance in the submission of statutory returns to the Companies Registry. You can visit the Bilingual Laws Information System of the Department of Justice to view the full text of the Companies Ordinance.

I am a director / the secretary of a limited company. Will I be held responsible if my company fails to file documents with the Companies Registry?

If a company fails to comply with the requirements of the Companies Ordinance, the company and every officer (including directors, secretary and manager) shall be liable to prosecution and, if convicted, default fines.

I have received a summons from the Court to prosecute my company for failing to file or being late in filing a statutory return (e.g. an annual return) under the Companies Ordinance. What should I do now?

Failure to file or the late filing of a statutory return with the Registrar of Companies is a breach of the relevant provisions of the Companies Ordinance and your company is liable to a penalty and daily default fine if convicted. You should submit the outstanding return with the appropriate filing fee (if required) immediately if it has not been filed. The filing date of the outstanding return will determine the default period which will be considered by the Court when imposing the daily default fine. The company is also required to send an authorised representative to attend the hearing who should bring along an authorisation letter properly signed by the company. The authorisation letter should be prepared on the company' s letterhead and signed by an authorised person with the stamp bearing the name of the company.

I had submitted the outstanding annual return and paid a higher registration fee to the Companies Registry after I received the summons. Can the summons be withdrawn? Do I still need to attend the Court hearing?

A summons issued to a company in default of filing its annual return will NOT be withdrawn notwithstanding that the company has subsequently filed the outstanding annual return prior to the hearing of the summons. The filing of an outstanding annual return before the hearing of a summons does not exonerate the company of its breach for failure to file on the due date under section 109(4) of the Companies Ordinance. However, the filing of the annual return will determine the default period and is a mitigating factor which will be taken into consideration by the Court when imposing a penalty. Please refer to Companies Registry External Circular No. 3/2003 (pdf Format). The higher registration fee paid for the annual return is a separate administrative fee prescribed in the Eighth Schedule of the Companies Ordinance.

The company is required to send a representative to attend the hearing. The representative should bring along an authorisation letter properly signed by the company. Please also refer to Q11.

Will the company be fined by the Court if the outstanding document has already been filed? If yes, what will be the amount of fine imposed by the Court?

Yes, the Court will impose a fine against the company upon conviction. The fine will include a fine for the breach of the filing obligation and a daily default fine for the number of days late in filing. The amount of fine is determined by the presiding Magistrate with 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). At present, the maximum penalty for failing to file an annual return is a fixed penalty of $50,000 and a daily default fine of $700 per day. Public and listed companies usually attract a higher penalty than private companies.

What will be the consequence if I fail to attend the hearing of the summons?

If a person upon whom a summons is served fails to appear in Court without a good reason, he / she may be in contempt of court and punished accordingly. In the case of a company, a representative duly authorised by the company in writing should attend the hearing. If the time of the hearing is not convenient for a particular reason, the company should contact the Court as soon as possible to make an alternative arrangement. It is advisable that the company should appoint a legal representative to represent it in its own interest. If a defendant is absent from the hearing, the Prosecutor may take appropriate steps to continue with the proceedings if the situation warrants it.

My company was convicted and fined by the Court. Will I receive a demand note from the Court? How and where can I pay the fine?

The Court will not issue a demand note for the penalty imposed. You should pay attention to the sentence imposed by the Magistrate regarding the amount of fine and the time to pay. The sum should be paid at the Account Office of the relevant Court within the time allowed. For the details of the fine and payment method, you may contact the appropriate Court at the following telephone numbers by quoting the summons number of your case:

Eastern Magistracy: 2886 6775
Tsuen Wan Magistracy: 2412 5970
Shatin Magistracy: 2694 2257

What can I do if I have difficulty in paying the fine imposed by the Court?

When the Magistrate delivers the sentence in Court and asks when you can pay the fine, you may ask the Magistrate for a longer period in which to settle the fine or make payment by installments. The Magistrate will make the appropriate decision, depending on your situation.

When should a company report the change of its name to the Registrar of Companies?

The company should file a Notification of Change of Company Name in Form NC2 with the Registrar of Companies within 15 days after the passing of the special resolution to change its name. The change of name will be effective from the date on which the Certificate of Change of Name is issued by the Registrar of Companies.

What will be the consequences if the company does not report the change of its name to the Registrar of Companies?

If the company fails to report the change of its name to the Registrar of Companies within 15 days after the passing of the special resolution to change its name, the company and every officer of the company will be prosecuted and be liable to a fine and, for continued default, to a daily default fine if convicted. It should be noted that, the change of name of the company will only take effect when the Certificate of Change of Name is issued to the company by the Registrar of Companies.

Can the Registrar of Companies direct a company to change its name?

The Registrar of Companies may direct a company to change its name if the name is too like a name that is being used by a company which is already registered. The company which has been issued with a change of name direction is required to change its company name and to report the change by filing a Notification of Change of Name in Form NC2 to the Registrar of Companies within the period specified in the direction. The company and its officers may be prosecuted if they fail to comply with the direction issued by the Registrar of Companies.

What can I do if I discover that another company is in breach of 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 the Companies Registry by lodging a Complaint Form for Breaches of the Companies Ordinance (Cap. 32).