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

The annual return is required to be delivered within 42 days after the anniversary date of incorporation or the annual general meeting. Will Sundays and public holidays be included when calculating the 42-days' period?

Will the deadline for the delivery of an annual return be extended to the following Monday if the due date for delivery falls on a Saturday?

What can a company do if the last date of delivery of its annual return falls on a Saturday when the Companies Registry's offices are closed?

What is the annual registration fee payable on delivery of an annual return?

Is a private company having a share capital required to file its accounts together with the annual return?

Can the first annual return of a private company having a share capital be delivered in the Form AR3 if there has been no change in the particulars of the company since its incorporation?

The company is due to file its annual return. The company particulars and those of the directors and secretary have also been changed. Can the changes be reported in the annual return?

If I do not submit any Annual Returns, will the Companies Registry strike off/ cancel/ dissolve my company?

We are a small company and have not traded for the past few years. Why do I still have to file annual returns?

I have to pay higher registration fee for my late annual return because I have not received a reminder from the Companies Registry. Can I apply for a waiver of the higher registration fee?

My company has no business and cannot afford to pay the higher registration fee for the annual return. Can the registration fee of the annual return be waived?

Can I send in the annual return by post? If I send in the annual return by post, will the date of posting be regarded as the date of delivery?

My company is due to file its annual return. Although there have been changes in the information reported in other sections of the last annual return, the particulars of members and their shareholdings have not changed. Can I leave the section 'Details of Member(s) of a Company Having a Share Capital' on page 3 of Form AR1 (Annual Return) blank ?

After the anniversary date of incorporation of my company this year, I filed a special resolution declaring that my company will become dormant as from the date of delivery of the special resolution to the Registrar of Companies. Do I need to file the annual return for this year?

If my company has delivered to the Registrar of Companies a special resolution declaring that the company intended to enter into a relevant accounting transaction and ceased to be dormant this year, do I need to file the annual return for this year ?

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 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 the original or certified copy of audited accounts.

The annual return is required to be delivered within 42 days after the anniversary date of incorporation or the annual general meeting. Will Sundays and public holidays be included when calculating the 42-days' period?

Yes. Sundays and public holidays are included when calculating the 42-days' period. However, the due date will be extended to the following working day if the 42nd day falls on a Sunday or public holiday. Please also refer to Q3 if the due date falls on a Saturday which is not a public holiday.

Will the deadline for the delivery of an annual return be extended to the following Monday if the due date for delivery falls on a Saturday?

If the due date for filing an annual return falls on a Saturday, the deadline for submission will remain unchanged as the Registrar of Companies (the Registrar) does not have power to extend the statutory time limit for the delivery of annual returns. The prescribed time period for filing an annual return under section 109 of the Companies Ordinance (CO) and the escalating fee scale in Part I of the Eighth Schedule of the CO will continue to apply. To avoid paying a higher registration fee, companies and their officers who wish to present documents to the Companies Registry in person are advised to deliver their annual returns by the preceding Friday. A higher registration fee will be required if the annual return is delivered to the Registrar on the following Monday beyond the prescribed time period. Companies and document presentors are advised to submit their statutory returns to the Registrar as early as possible. Please also refer to Q2 if the due date falls on a Sunday or public holiday.

What can a company do if the last date of delivery of its annual return falls on a Saturday when the Companies Registry's offices are closed?

The service hours for receipt of documents will be extended on weekdays (i.e. from 8:45 a.m. to 5:30 p.m.) upon the Phase Two implementation of the five-day week to facilitate the delivery of documents, annual returns in particular, by companies and document presentors to the Companies Registry in person. Furthermore, documents can always be posted to the Companies Registry on or before the due dates. You can also deposit documents and cheques in the drop-in box which will be placed near the Information Counter on the Deck Floor, High Block, Queensway Government Offices on Saturdays (except public holidays).

What is the annual registration fee payable on delivery of an annual return?

The annual registration fee payable for an annual return for different types of local companies are as follows :-

(Please refer to the 'Public Services' - 'Major fees under the Companies Ordinance' section of this website for details of the higher registration fee)

Is a private company having a share capital required to file its accounts together with the annual return?

No. Section 109 of the Companies Ordinance, which requires the filing of balance sheets and the accompanying report of the auditors and report of the directors together with the annual return, only applies to companies not being private companies.

Can the first annual return of a private company having a share capital be delivered in the Form AR3 if there has been no change in the particulars of the company since its incorporation?

No. The Form AR1 should be used for the first annual return. Form AR3 can be used only for the subsequent annual returns if there has been no change in the information required to be contained in an annual return since the date of the last annual return presented in full form i.e. the Form AR1.

The company is due to file its annual return. The company particulars and those of the directors and secretary have also been changed. Can the changes be reported in the annual return ?

Particulars as at the date of annual return should be stated in the annual return. Changes of the company particulars should be reported in the appropriate specified forms according to the relevant provisions of the Companies Ordinance. For example, a Form R1 should be filed to report the change in the registered office address and a Form D2B should be filed to report the change of residential addresses of directors.

If I do not submit any Annual Returns, will the Companies Registry strike off/ cancel/ dissolve my company?

A company which fails to file Annual Returns within the prescribed time period is in breach of the Companies Ordinance and is liable to prosecution. The Registrar of Companies may consider taking striking off action having regard to the circumstances of each case.

We are a small company and have not traded for the past few years. Why do I still have to file annual returns?

Every company incorporated under the Companies Ordinance has the obligation to observe and comply with the provisions of the Companies Ordinance, including delivering an annual return together with the requisite registration fee on time in each calendar year, unless the company either has been declared dormant under section 344A of the Companies Ordinance or has been dissolved.

I have to pay higher registration fee for my late annual return because I have not received a reminder from the Companies Registry. Can I apply for a waiver of the higher registration fee?

It is the responsibility of the director(s) or secretary of a company to observe the requirements of the Companies Ordinance to file annual returns and other statutory documents on time. The Companies Registry is not obliged to remind a company or its officers to file the annual return of the company. The annual registration fee is a statutory fee prescribed in the Eighth Schedule to the Companies Ordinance and is payable on the delivery of the annual return. The Registrar of Companies has no discretion on the amount of fee payable.

My company has no business and cannot afford to pay the higher registration fee for the annual return. Can the registration fee of the annual return be waived?

No. The Registrar of Companies has no discretion to waive the registration fee. If the company no longer carries on business, you may consider applying for deregistration or winding up the company.

Can I send in the annual return by post? If I send in the annual return by post, will the date of posting be regarded as the date of delivery?

Yes. You can send in the annual return by post. When calculating the annual registration fee, the date appearing in the post mark on the envelope will be regarded by the Companies Registry as the date of delivery of the annual return. You should submit the annual return as early as possible within the prescribed 42-day period to avoid any delay that may be caused by unforeseen circumstances and the payment of a higher registration fee.

My company is due to file its annual return. Although there have been changes in the information reported in other sections of the last annual return, the particulars of members and their shareholdings have not changed. Can I leave the section 'Details of Member(s) of a Company Having a Share Capital' on page 3 of Form AR1 (Annual Return) blank ?

No. Although there is no change in the information reported in the section 'Details of Member(s) of a Company Having a Share Capital' since the last return, the particulars of members and their shareholdings must be stated in that section. An incomplete annual return will be returned to the company or the presentor.

After the anniversary date of incorporation of my company this year, I filed a special resolution declaring that my company will become dormant as from the date of delivery of the special resolution to the Registrar of Companies. Do I need to file the annual return for this year?

Although a private company which is deemed to be a dormant company under section 344A of the Companies Ordinance will be exempt from filing annual returns, a company is still required to submit an annual return for the year in which it declares itself to be dormant if the date on which the company is deemed to be dormant falls after the 42nd day after the anniversary of its date of incorporation.

If my company has delivered to the Registrar of Companies a special resolution declaring that the company intended to enter into a relevant accounting transaction and ceased to be dormant this year, do I need to file the annual return for this year ?

A private company which has ceased to be deemed to be dormant will be required to file an annual return for the year in which it ceased to be dormant if the date on which it ceased to be deemed to be dormant falls on or before the 42nd day after the anniversary of its date of incorporation.