| Q1. |
When should a company registered under the Companies Ordinance
file its annual return?
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| Answer: |
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.
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| Q2. |
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?
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| Answer: |
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.
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| Q3. |
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?
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| Answer: |
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.
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| Q4. |
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?
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| Answer: |
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).
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| Q5. |
What is the annual registration fee payable on delivery
of an annual return?
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| Answer: |
The annual registration fee payable for an annual return for different
types of local companies are as follows :-
| (a) |
For a private company having a share capital, the annual
registration fee payable for an annual return is HK$105 if
it is delivered within 42 days after the most recent anniversary
of the date of its incorporation. Substantially higher registration
fees are payable if the annual return is not submitted within
the prescribed 42 days time limit.
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| (b) |
In the case of an annual return of other companies having
a share capital, the annual registration fee payable is HK$140
if it is delivered 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. Substantially
higher registration fees are payable if the annual return
is not submitted within the prescribed 42 days time limit.
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| (c) |
For a company not having a share capital (most of the
companies limited by guarantee fall into this category),
the annual registration fee payable is HK$105 and the annual
return should be delivered within 42 days after the date of
the AGM or within 42 days after the date of the written resolution
passed in lieu of the AGM.
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(Please refer to the 'Public Services' - 'Major
fees under the Companies Ordinance' section of this website
for details of the higher registration fee)
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| Q6. |
Is a private company having a share capital required to
file its accounts together with the annual return?
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| Answer: |
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.
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| Q7. |
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?
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| Answer: |
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.
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| Q8. |
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 ?
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| Answer: |
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.
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| Q9. |
If I do not submit any Annual Returns, will the Companies
Registry strike off/ cancel/ dissolve my company?
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| Answer: |
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.
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| Q10. |
We are a small company and have not traded for the past
few years. Why do I still have to file annual returns?
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| Answer: |
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.
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| Q11. |
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?
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| Answer: |
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.
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| Q12. |
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?
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| Answer: |
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.
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| Q13. |
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?
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| Answer: |
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.
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| Q14. |
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 ?
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| Answer: |
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.
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| Q15. |
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?
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| Answer: |
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.
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| Q16. |
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 ?
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| Answer: |
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.
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