Compliance

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 (Chapter 622 of the Laws of Hong Kong). These include the timely disclosure and reporting of information about the company, its officers and shareholders, etc. and any changes in such information to the Registrar of Companies ("Registrar"). 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 kept by the Registrar.

You may visit the Hong Kong e-Legislation of the Department of Justice for the detailed requirements of the Companies Ordinance, Chapter 622 of the Laws of Hong Kong. Companies and their officers including the directors and company 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 requirements of 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 a 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 - Information Pamphlets of this website.

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, company secretary, etc. as at the made up date of the return.

A local private company should, except in the year of its incorporation, deliver its annual return for registration in respect of every year within 42 days after the anniversary of its date of incorporation.

For other types of local companies, the annual return shall be delivered within 42 days after the company's return date. Different types of companies have different return dates. Please refer to the FAQ - Local Limited Companies - Annual Returns for details.

A registered non-Hong Kong company should deliver its annual return for registration within 42 days after each anniversary of the date of registration of the company in Hong Kong.

Local companies having a share capital, companies limited by guarantee and registered non-Hong Kong companies have to pay higher registration fees for late delivery of annual returns. Please note the registration fee payable for late delivery of an annual return. In addition, the company and every responsible person of the company who fail to deliver annual returns or deliver annual returns late are liable to prosecution and, if convicted, default fines.

If you are not sure when your annual return is due for delivery, 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 registered non-Hong Kong companies.)

It is the obligation of the company and its officers to comply with the requirements under relevant provisions of the Companies Ordinance, including the timely delivery of annual returns within the prescribed 42-day period. The Registrar of Companies has implemented a compliance education programme to promote compliance. Information pamphlets which provide guidelines on procedures and general filing requirements are available at the Publications - Information Pamphlets section of the Companies Registry's website. Further, upon incorporation of a new company, the directors and officers of the company are reminded to comply with their statutory obligations. A copy of the information pamphlet on 'Compliance with the Companies Ordinance and Business Registration Ordinance' is issued together with the company's Certificate of Incorporation.

Annual Return e-Reminder Service ("e-Reminder Service") is a simple and user-friendly service which is provided at the e-Registry free of charge. Electronic notifications for delivering annual returns will be sent by the system to the message boxes and registered email addresses of users. Users can readily access the e-Registry through a hyperlink provided in the notifications for electronic submission of annual returns (e-Form NAR1 or NN3).

The following types of companies which have registered Company User accounts with the e-Registry will automatically receive electronic notifications for delivering annual returns :

1. local private companies;
2. local public companies or companies limited by guarantee of which the Companies Registry has records of their accounting reference periods; and
3. registered non-Hong Kong companies.

Individual Users of the e-Registry who have established account association with relevant Company Users may subscribe to the e-Reminder Service free of charge to receive electronic notifications for delivery of annual returns of the companies.

For local private companies and registered non-Hong Kong companies, electronic notifications will be sent on the anniversaries of their dates of incorporation and dates of registration respectively.

For local public companies and companies limited by guarantee, electronic notifications will be sent to the subscribers either:

1. on the dates specified by the subscribers in their subscriptions; or
2. if the Companies Registry has records of the companies’ accounting reference periods, on the dates to which the companies’ annual returns are made up which is 6 months (for public companies) or 9 months (for companies limited by guarantee) after the end of the accounting reference periods of the companies (whichever is appropriate).

In addition to the delivery of annual returns, registered companies are required to deliver other statutory documents to the Registrar of Companies for registration in accordance with the various provisions of the Companies Ordinance. Companies and their directors, company secretaries or managers must ensure strict compliance with the Companies Ordinance in the delivery of statutory returns to the Companies Registry. You can visit the Hong Kong e-Legislation of the Department of Justice to read the full text of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

If a company fails to comply with the requirements of the Companies Ordinance, the company and every responsible person of the company, including every director, company secretary and manager of the company, are liable to prosecution and, if convicted, default fines.

Failure to deliver or late delivery of a statutory return 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 deliver the outstanding return with the appropriate registration fee (if required) immediately if it has not been delivered. 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. The representative 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.

A summons issued to a company in default of delivering its annual return will NOT be withdrawn notwithstanding that the company has subsequently delivered the outstanding annual return prior to the hearing of the summons. The delivery of an outstanding annual return before the hearing of a summons does not exonerate the company of its breach for failure to deliver on the due date under section 662(6) of the Companies Ordinance. However, the delivery 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. The higher registration fee paid for the annual return is the registration fee prescribed in Schedule 1 of the Companies (Fees) Regulation (Cap. 622K).

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.

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 relevant sections of the Companies Ordinance and its subsidiary legislation and section 113B of the Criminal Procedure Ordinance (Chapter 221 of the Laws of Hong Kong). The maximum penalty for failing to deliver an annual return is a fixed penalty of $50,000 and a daily default fine of $1,000 for each day during which the default continues. Public and listed companies usually attract a higher penalty than private companies.

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.

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

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 instalments. The Magistrate will make the appropriate decision, depending on your situation.

The company should deliver a Notice of Change of Company Name in Form NNC2 with the required fee to 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.

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 responsible person of the company, commit an offence, and each is liable to a fine and, for a continuing offence, to a further daily default fine.

The Registrar of Companies may direct a company to change its name under the provisions of the Companies Ordinance. For example, if the name is too like a name that is already registered or a court order is made to restrain a company from using its name or any part of the name. Please refer to Part G of the Guideline on Registration of Company Names for Hong Kong Companies (pdf format) for details.

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 delivering a Notice of Change of Company Name in Form NNC2 to the Registrar of Companies within the period specified in the direction.

If the company fails to comply with the direction, the company, and every responsible person of the company, commit an offence, and each is liable to a fine and, for continuing offence, to a further daily default fine. The Registrar is also empowered under section 110 of the Companies Ordinance to change the company name with the company registration number.

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 - Reporting Breaches of the Companies Ordinance.