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Annual Returns of Local Companies

 

(I) Private Companies

Q1.

Are there any changes in the requirement to file annual returns of a private company limited by shares under the new Companies Ordinance (Cap. 622) (“the new CO”)?

 
Q2.

For a private company formed and registered under the new CO, when should it file its first annual return?

 

(II) Public Companies

Q3.

Are there any changes in the requirement to file annual returns of a public company under the new CO?

 
Q4.

Are there any changes in the requirement to report particulars of members in the annual return of a listed company?

 
Q5.

When will the new requirements under the new CO apply in respect of the filing of annual return of a public company?

 

(III) Guarantee Companies

Q6.

Are there any changes in the requirement to file annual returns of a guarantee company under the new CO?

 
Q7.

What is the annual registration fee payable on delivery of an annual return of a guarantee company under the new CO?

 
Q8.

When will the new requirements under the new CO apply in respect of the filing of annual return of a guarantee company?

 
Q9.

Will an annual return of a guarantee company delivered for registration pursuant to the transitional arrangements under the new CO be subject to higher registration fees?

 

(IV) General

Q10.

Can an annual return in the form of a certificate of no change be filed under the new CO?

 
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(I) Private Companies

Q1.

Are there any changes in the requirement to file annual returns of a private company limited by shares under the new Companies Ordinance (Cap. 622) (“the new CO”)?

 
Answer:

There is no change in the requirement to file annual returns of private companies.

 
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Q2.

For a private company formed and registered under the new CO, when should it file its first annual return?

 
Answer:

The requirement is the same as that under the old Companies Ordinance (Cap. 32) (“the old Ordinance”). The first annual return of a private company formed and registered under the new CO should be filed within 42 days after the first anniversary of the date of its incorporation pursuant to sections 662(1) and (2) of the new CO.

 
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(II) Public Companies

Q3.

Are there any changes in the requirement to file annual returns of a public company under the new CO?

 
Answer:

Yes. For a public company, its annual return will no longer be filed with reference to the date of Annual General Meeting (“AGM”) as an AGM may be dispensed with under section 612 of the new CO.


Pursuant to sections 662(3) and (4)(a) of the new CO, the annual return of a public company is required to be filed (together with certified true copies of the relevant financial statements, directors’ report and auditor’s report) within 42 days after the company’s return date, i.e. 6 months after the end of the company’s accounting reference period. The accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared. For example, if a company prepares its financial statements up to 31 December every year, the accounting reference period is from the 1 January of a year to 31 December of the same year.


The requirement is to deliver the annual return in respect of every financial year of the company instead of in each calendar year.

 
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Q4.

Are there any changes in the requirement to report particulars of members in the annual return of a listed company?

 
Answer:

Yes. Under section 2 of Schedule 6 to the new CO, a listed company is only required to provide the particulars of members who held 5% or more of the issued shares in any class of the company’s shares as at the date of the return.

 
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Q5.

When will the new requirements under the new CO apply in respect of the filing of annual return of a public company?

 
Answer:

For a public company registered under a former Companies Ordinance, the new requirements apply to the first financial year of the company that begins on or after the commencement date of the new CO and all subsequent financial years (section 121(1)(b) of Schedule 11 to the new CO).


For a public company registered under the new CO, the new requirements apply in respect of the filing of the first and subsequent annual returns of the company. Its first annual return should be delivered for registration (together with certified true copies of the relevant financial statements, directors’ report and auditor’s report) within 42 days after the company’s return date referred to in Q3.


For examples on the date of delivery of annual returns, please see the answer to Q30 in “Accounts and Audit”.

 
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(III) Guarantee Companies

Q6.

Are there any changes in the requirement to file annual returns of a guarantee company under the new CO?

 
Answer:

Yes. For a guarantee company, its annual return will no longer be filed with reference to the date of Annual General Meeting (“AGM”) as an AGM may be dispensed with under section 612 of the new CO.


Pursuant to sections 662(3) and (4)(b) of the new CO, the annual return of a guarantee company is required to be filed (together with certified true copies of the relevant financial statements, directors’ report and auditor’s report) within 42 days after the company’s return date, i.e. 9 months after the end of the company’s accounting reference period. The accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared. For example, if a company prepares its financial statements up to 31 December every year, the accounting reference period is from the 1 January of a year to 31 December of the same year.


The requirement is to deliver the annual return in respect of every financial year of the company instead of in each calendar year.

 
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Q7.

What is the annual registration fee payable on delivery of an annual return of a guarantee company under the new CO?

 
Answer:

An escalating scale of annual registration fee is introduced by the Companies (Fees) Regulation (Cap. 622K) for an annual return of a guarantee company to encourage compliance of statutory filing requirement. In the case of late delivery, substantially higher registration fees are payable. The escalating fee scale is the same as the one applicable to a private company limited by shares and is as follows:

Matter

Fee

Annual registration fee for an annual return delivered under section 662(3) of the new CO –

(a)

if the annual return is delivered within 42 days after the company’s return date

$105
(b)

if the annual return is delivered more than 42 days after but within 3 months after the company’s return date

$870
(c)

if the annual return is delivered more than 3 months after but within 6 months after the company’s return date

$1,740
(d)

if the annual return is delivered more than 6 months after but within 9 months after the company’s return date

$2,610
(e)

if the annual return is delivered more than 9 months after the company’s return date

$3,480
 
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Q8.

When will the new requirements under the new CO apply in respect of the filing of annual return of a guarantee company?

 
Answer:

For a guarantee company registered under a former Companies Ordinance, the new requirements apply to the first financial year of the company that begins on or after the commencement date of the new CO and all subsequent financial years (section 121(1)(b) of Schedule 11 to the new CO).


For a guarantee company registered under the new CO, the new requirements apply in respect of the filing of the first and subsequent annual returns of the company. Its first annual return should be delivered for registration (together with certified true copies of the relevant financial statements, directors’ report and auditor’s report) within 42 days after the company’s return date referred to in Q6.


For examples on the date of delivery of annual returns, please see the answer to Q30 in “Accounts and Audit”.

 
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Q9.

Will an annual return of a guarantee company delivered for registration pursuant to the transitional arrangements under the new CO be subject to higher registration fees?

 
Answer:

No. If the annual return is delivered for registration pursuant to the old Ordinance under the transitional arrangements of the new CO, the escalating scale of annual registration fee introduced by the Companies (Fees) Regulation (Cap. 622K) will not apply.

 
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(IV) General

Q10.

Can an annual return in the form of a certificate of no change be filed under the new CO?

 
Answer:

No. An Annual Return in the form of a certificate of no change can no longer be filed under the new CO as sections 107(5) and (6) of the old Ordinance are repealed upon commencement of the new CO.

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Note
 
 

Please also see FAQs – Local Limited Companies

Annual Returns

 
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