When should a non-Hong Kong company registered under the Companies Ordinance file its annual return?

Do I have to file an annual return in every calendar year? Will there be any exemption from filing annual return?

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

What form should I use for filing an annual return of a non-Hong Kong company?

Can the first annual return of a non-Hong Kong company be delivered in Form N4 if there has been no change in the particulars of the company since its registration under Part XI of the Companies Ordinance?

My company is due to file the annual return. The company particulars and those of directors and secretary have also been changed. Can I just report the changes in the annual return? Do I have to file other returns?

I have to pay higher registration fee for my late annual return. Can I apply for a waiver of the higher registration fee?

An annual return is required to be delivered within 42 days after the anniversary date of registration. Will Sundays and public holidays be included when calculating the 42-day period?

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?

Is a non-Hong Kong company required to file its accounts together with the annual return?

How can I apply for exemption from filing accounts if my non-Hong Kong company is not required to publish accounts by the law of the place of incorporation?

My non-Hong Kong company has been incorporated for less than 18 months and the accounts have not yet been made up. However, my annual return is due for filing. What should I do?

Will the Companies Registry send reminder for the filing of my annual return? What should I do to ensure that the annual return can be filed on time?

The documents of my non-Hong Kong company are not in Chinese or English, do I need to submit also a Chinese or English translation of the documents?

How should copies of documents be certified?

How should the translation of documents be certified?

When should a non-Hong Kong company registered under the Companies Ordinance file its annual return?

A non-Hong Kong company registered under the Companies Ordinance should file its annual return within 42 days after each anniversary of the date of registration in Hong Kong.

Do I have to file an annual return in every calendar year? Will there be any exemption from filing annual return?

You have to file an annual return in every calendar year. The Registrar of Companies does not have the power to grant exemption from filing annual return.

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

For a non-Hong Kong company, an annual registration fee of HK $180 is payable if the annual return is delivered within 42 days after the most recent anniversary of the date of its registration. Substantially higher registration fees (ranging from HK$1,200 to HK$4,800) are payable if the annual return is submitted beyond the prescribed 42-day time limit.

Section 340 of the Companies Ordinance (CO) further provides that, if a non-Hong Kong company fails to comply with any of the provisions of Part XI of the CO, the company and every officer or agent of the company who authorizes or permits the default, shall be liable to a fine of HK$50,000 and, for continued default, to a daily default fine of HK$700. (Please also see Q7.)

What form should I use for filing an annual return of a non-Hong Kong company?

A Form N3 should be used. If there has been no change in the particulars of the company since the date of the last annual return, a Form N4 can be used.(Please also see Q5.)

Can the first annual return of a non-Hong Kong company be delivered in Form N4 if there has been no change in the particulars of the company since its registration under Part XI of the Companies Ordinance?

No. A Form N3 should be used for the first annual return. A Form N4 can only be used for 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 N3.

My company is due to file the annual return. The company particulars and those of directors and secretary have also been changed. Can I just report the changes in the annual return? Do I have to file other returns?

No. You are required to report the changes of company particulars in the appropriate specified forms. For example, a Form N9 should be filed to report the change in the registered office address or principal place of business and a Form N7 should be filed to report the change of residential addresses of directors.

I have to pay higher registration fee for my late annual return. Can I apply for a waiver of the higher registration fee?

It is the responsibility of the director(s), secretary or authorized representative of a non-Hong Kong company to observe the requirements of the Companies Ordinance and make appropriate arrangements to file annual returns and other statutory documents on time. 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 discretionary power on the amount of fee payable.

An annual return is required to be delivered within 42 days after the anniversary date of registration. Will Sundays and public holidays be included when calculating the 42-day period?

Yes. Sundays and public holidays are included when calculating the 42-day period. However, the due date will be extended to the following working day if the 42nd day falls on a Sunday or public holiday.

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.

Is a non-Hong Kong company required to file its accounts together with the annual return?

A non-Hong Kong company is required to deliver a certified copy of its latest published accounts together with the annual return for registration if the company is required by the law of the place of incorporation, the laws of other jurisdictions where the company is registered as a company or the rules of any stock exchange or similar regulatory bodies in any of those jurisdictions to publish its accounts or to deliver copies of its accounts to any person in whose office they may be inspected as of rights by members of the public.

How can I apply for exemption from filing accounts if my non-Hong Kong company is not required to publish accounts by the law of the place of incorporation?

There is no need for the company to apply for exemption from filing accounts. The company can give a statement of the fact in the annual return, i.e. by selecting the relevant box in Section 12B of Form N3 or Section 4 of Form N4 as appropriate.

My non-Hong Kong company has been incorporated for less than 18 months and the accounts have not yet been made up. However, my annual return is due for filing. What should I do?

Where a non-Hong Kong company has been incorporated for less than 18 months prior to the date of delivery of its annual return and the accounts of the company that are required to be published have not been made up, the company should file an annual return and state the fact in the annual return, i.e. by selecting the relevant box in Section 12B of Form N3.

Will the Companies Registry send reminder for the filing of my annual return? What should I do to ensure that the annual return can be filed on time?

It is the responsibility of the director(s), secretary or authorized representative of a non-Hong Kong company to observe the requirements of the Companies Ordinance and make appropriate arrangements to file annual returns and other statutory documents on time.

The documents of my non-Hong Kong company are not in Chinese or English, do I need to submit also a Chinese or English translation of the documents?

If the instrument defining the company's constitution and the accounts are not in Chinese or English, you only need to file a certified Chinese or English translation. If the Certificate of Incorporation or its equivalent is not in Chinese or English, you have to file a certified copy of the Certificate together with a certified Chinese or English translation.

How should copies of documents be certified?

The documents should be certified pursuant to Paragraph 3 or 7 of the Companies (Forms) Regulations.

How should the translation of documents be certified?

The translation should be certified pursuant to Paragraph 6 or 7 of the Companies (Forms) Regulations.