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Applicable to All Types of Local Companies
 
Q1.

What form should I use for an annual return? What is the registration fee payable?

 
Q2.

When should the annual return be delivered?

 
Q3.

The annual return of a company is required to be delivered within 42 days after the company's return date. Will Sundays and public holidays be included when calculating the 42-day period?

   
Q4.

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

   
Q5.

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?

   
Q6.

Can an annual return in the form of a certificate of no change be delivered for registration under the Companies Ordinance (Cap. 622) after 3 March 2014?

 
Q7.

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

 
Q8.

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?

 
Q9.

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?

 
Q10.

If I deliver the annual return to the Registrar of Companies by post, what should I pay special attention to ?

 
Q11.

I have already paid the business registration fee for my company this year. Why should I still pay the annual registration fee when I deliver my annual return to the Companies Registry for registration?

 
Applicable to All Local Private Companies Only
 
Q12.

When should a local private company deliver its annual return for registration?

 
Q13.

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

 
Q14.

Is a private company having a share capital required to deliver its financial statements together with the annual return?

   
Q15.

If I do not deliver any annual returns for registration, will the Companies Registry strike off/ cancel/ dissolve my company?

   
Q16.

We are a small company and have not traded in the past few years. Why do we still have to deliver annual returns for registration?

   
Q17.

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?

 
Q18.

My company is due to deliver 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 Schedule 1 "Particulars of Member(s) of a Non-listed Company" of Form NAR1 blank?

 
Q19.

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

 
Q20.

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

 
Applicable to All Local Public Companies Only
 
Q21.

When should a local public company deliver its annual return for registration?

 
Q22.

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

 
Q23.

Are there any changes in the requirement to deliver annual returns of a public company under the Companies Ordinance (Cap. 622)?

   
Q24.

What are the requirements to report particulars of members in the annual return of a listed company under the Companies Ordinance (Cap. 622) ("CO")?

   
Q25.

When will the new requirements under the Companies Ordinance (Cap. 622) ("CO") apply in respect of the delivery of annual return of a public company?

 
Applicable to All Local Companies Limited by Guarantee Only
 
Q26.

When should a local guarantee company deliver its annual return for registration?

 
Q27.

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

 
Q28.

Are there any changes in the requirement to file annual returns of a guarantee company under the Companies Ordinance (Cap. 622) ("CO")?

   
Q29.

What is the consequence of late delivery of an annual return of a guarantee company under the Companies Ordinance (Cap. 622) ("CO")?

   
Q30.

When will the new requirements under the Companies Ordinance (Cap. 622) ("CO") apply in respect of the filing of annual return of a guarantee company?

   
Q31.

Will an annual return of a guarantee company delivered for registration pursuant to the transitional arrangements under the Companies Ordinance (Cap. 622) ("CO") be subject to higher registration fees?

 
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Applicable to All Types of Local Companies
 
Q1.

What form should I use for an annual return? What is the registration fee payable?

 
Answer:

You should use a Form NAR1.The annual registration fee payable on delivery of the annual return depends on the type of company. For details, please refer to Q13 (private company), Q22 (public company) and Q27 (guarantee company).

 
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Q2.

When should the annual return be delivered?

 
Answer:

The annual return should be delivered to the Registrar of Companies for registration within 42 days after the company's return date. Different types of companies have different return date. Please refer to Q12 (private company), Q21 (public company) and Q26 (guarantee company) for details.

 
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Q3.

The annual return of a company is required to be delivered within 42 days after the company's return date. Will Sundays and public holidays be included when calculating the 42-day period?

 
Answer:

Yes. Sundays and public holidays are included when calculating the 42-day period. However, if the 42nd day falls on a Sunday or public holiday, the due date will be extended to the following day which is neither a Sunday nor a public holiday. Please also refer to Q4 if the due date falls on a Saturday which is not a public holiday.

 
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Q4.

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

 
Answer:

If the due date for delivering an annual return falls on a Saturday, the deadline for delivery 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 delivering an annual return and the escalating fee scale in the Companies (Fees) Regulation (Cap. 622K) will continue to apply. Companies and document presentors are advised to deliver their statutory returns to the Registrar as early as possible. To avoid paying higher registration fees, companies and their officers who wish to deliver 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. Please also refer to Q3 if the due date falls on a Sunday or public holiday.

 

Moreover, if presentors choose to deliver an annual return by post but the Registrar has not received it, the form will not be regarded as having been delivered to the Registrar in satisfaction of the provision of the Companies Ordinance. Please refer to Q10.
 
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Q5.

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?

 
Answer:

Companies and document presentors can always deliver documents including annual returns to the Companies Registry at 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong by post or in person on or before the due dates. They can also deposit documents and cheques in the Registry's Drop-in Box which is provided near the Information Counter on the Deck Floor, High Block of the Queensway Government Offices on Saturday (except public holidays). Registered users of the e-Registry can deliver annual returns electronically. Please visit the e-Registry for details of the e-submission service.

 
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Q6.

Can an annual return in the form of a certificate of no change be delivered for registration under the Companies Ordinance (Cap. 622) after 3 March 2014?

 
Answer:

No. An Annual Return in the form of a certificate of no change can no longer be delivered for registration under the Companies Ordinance (Cap. 622) as sections 107(5) and (6) of the Predecessor Ordinance (i.e. the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)) are repealed upon commencement of the Companies Ordinance on 3 March 2014.

 
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Q7.

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

 
Answer:

Particulars of the company and its officers 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 NR1 should be delivered for registration to report the change in the registered office address and a Form ND2B should be delivered for registration to report the change of residential addresses of directors.

 
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Q8.

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?

 
Answer:

It is the responsibility of the director(s) and company secretary of a company to observe the requirements of the Companies Ordinance to deliver annual returns and other statutory documents for registration within prescribed time periods. Annual registration fee is a statutory fee prescribed in the Companies (Fees) Regulation and is payable on delivery of the annual return. The Registrar of Companies has no discretion on the amount of annual registration fees payable which is determined by reference to the time of delivery of the annual return in question.

 
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Q9.

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?

 
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 deliver 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. Please also refer to Q10.

 
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Q10.

If I deliver the annual return to the Registrar of Companies by post, what should I pay special attention to ?

 
Answer:

Special attention should be paid to the delivery of annual returns by post. If an annual return is delivered by post, the annual return will not be regarded as having been delivered to the Registrar of Companies ("the Registrar") in satisfaction of the filing requirements if it has not been received by the Registrar within the prescribed time period. Substantially higher registration fees are payable for late delivery.

 
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Q11.

I have already paid the business registration fee for my company this year. Why should I still pay the annual registration fee when I deliver my annual return to the Companies Registry for registration?

 
Answer:

Business registration and its renewal are statutory requirements under the Business Registration Ordinance (Cap. 310) administered by the Business Registration Office of the Inland Revenue Department. You are still required under the Companies Ordinance to deliver your annual return together with an annual registration fee to the Companies Registry for registration even if you have renewed your business registration.

 
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Applicable to All Local Private Companies Only
 
Q12.

When should a local private company deliver its annual return for registration?

 
Answer:

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

 
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Q13.

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

 
Answer:

The annual registration fee payable on delivery of an annual return of a private company 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 delivered within the prescribed 42 days time limit. Please refer to the 'Our Services' - 'Major fees under the Companies Ordinance' section of this website for details of the higher registration fee.

 
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Q14.

Is a private company having a share capital required to deliver its financial statements together with the annual return?

 
Answer:

No. Part 3 of Schedule 6 to the Companies Ordinance (Cap. 622), which requires the delivery of certified true copies of financial statements and the accompanying report of the auditors and report of the directors together with the annual return, only applies to public companies and guarantee companies.

 
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Q15.

If I do not deliver any annual returns for registration, will the Companies Registry strike off/ cancel/ dissolve my company?

 
Answer:

A company which fails to deliver its annual returns to the Companies Registry within the prescribed time period is in breach of the Companies Ordinance. The company and every responsible person of the company are liable to prosecution. The Registrar of Companies may consider taking strike-off action in appropriate cases.

 
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Q16.

We are a small company and have not traded in the past few years. Why do we still have to deliver annual returns for registration?

 
Answer:

Every company registered under the Companies Ordinance is required to comply with the requirements of the Companies Ordinance, including delivery of an annual return together with the requisite registration fee within the prescribed time period in each calendar year. Private companies (other than those which have declared dormant and delivered the relevant special resolutions to the Companies Registry under section 5 of the Companies Ordinance) are required to deliver annual returns within 42 days after the anniversary of the date of incorporation of the company for registration.

 
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Q17.

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?

 
Answer:

No. The Registrar of Companies has no discretion to waive registration fees under the Companies Ordinance. If the company no longer carries on business, you may consider applying to the Registrar of Companies for deregistration under section 750 of the Companies Ordinance (Cap. 622) or arranging for the company to be wound up under Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

 
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Q18.

My company is due to deliver 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 Schedule 1 "Particulars of Member(s) of a Non-listed Company" of Form NAR1 blank?

 
Answer:

No. Although there is no change in the information reported in the Schedule "Particulars of Member(s) of a Non-listed Company" since the last return, the particulars of members and their shareholdings must be stated in that Schedule. An incomplete annual return will be returned to the company or the presentor.

 
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Q19.

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

 
Answer:

Although a private company which becomes a dormant company under section 5 of the Companies Ordinance (Cap. 622) will be exempt from the delivery of annual returns, a company is still required to deliver an annual return for the year in which it declares itself to be dormant if the date on which the company becomes dormant falls after the 42nd day after the anniversary of its date of incorporation.

 
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Q20.

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

 
Answer:

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

 
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Applicable to All Local Public Companies Only
 
Q21.

When should a local public company deliver its annual return for registration?

 
Answer:
(a)

If the financial year of a public company begins before the commencement date of the Companies Ordinance (Cap. 622) (i.e. 3 March 2014):


You must deliver an annual return to the Registrar of Companies ("the Registrar") for registration once in every year within 42 days after the date of the company's Annual General Meeting according to section 109 of the predecessor Ordinance (i.e. the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)).

 

(b)

If the financial year of the company begins on or after 3 March 2014:


You must deliver an annual return in respect of every financial year, to the Registrar for registration within 42 days after the company's return date according to section 662 of the Companies Ordinance (Cap. 622).


The return date for a public company is 6 months after the end of the company's accounting reference period.


Accounting reference period is the period by reference to which the company's annual financial statements are to be prepared.

 
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Q22.

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

 
Answer:

The annual registration fee payable on delivery of an annual return of a public company is HK$140 if it is delivered within 42 days after the company's return date. Substantially higher registration fees are payable if the annual return is not delivered within the prescribed 42 days time limit.


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

 
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Q23.

Are there any changes in the requirement to deliver annual returns of a public company under the Companies Ordinance (Cap. 622)?

 
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 Companies Ordinance (Cap. 622) ("CO").


Pursuant to sections 662(3) and (4)(a) of the CO, the annual return of a public company is required to be delivered (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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Q24.

What are the requirements to report particulars of members in the annual return of a listed company under the Companies Ordinance (Cap. 622) ("CO")?

 
Answer:

Under section 2 of Schedule 6 to the 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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Q25.

When will the new requirements under the Companies Ordinance (Cap. 622) ("CO") apply in respect of the delivery of annual return of a public company?

 
Answer:

For an existing public company, the new requirements apply to the first financial year of the company that begins on or after the commencement date of the CO (i.e. 3 March 2014) and all subsequent financial years (section 121(1)(b) of Schedule 11 to the CO).


For a public company registered under the 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 Q21.


For examples on the date of delivery of annual returns, please see the answer to Q30 in "Accounts and Audit" under the thematic section on "New Companies Ordinance".

 
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Applicable to All Local Companies Limited by Guarantee Only
 
Q26.

When should a local guarantee company deliver its annual return for registration?

 
Answer:
(a)

If the financial year of a company limited by guarantee begins before the commencement date of the Companies Ordinance (Cap. 622) (i.e. 3 March 2014):


You must deliver an annual return to the Registrar of Companies ("the Registrar") for registration once in every year within 42 days after the date of the company's Annual General Meeting according to section 109 of the Predecessor Ordinance (i.e. the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)).

 

(b)

If the financial year of the company begins on or after 3 March 2014:


You must deliver an annual return in respect of every financial year, to the Registrar for registration within 42 days after the company's return date according to section 662 of the Companies Ordinance (Cap. 622).


The return date for a guarantee company is 9 months after the end of the company's accounting reference period.


Accounting reference period is the period by reference to which the company's annual financial statements are to be prepared.

 
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Q27.

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

 
Answer:
(i)

Where an annual return of a company limited by guarantee is delivered under section 109 of the Predecessor Ordinance (i.e. the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)) to the Companies Registry for registration, an annual registration fee of HK$ 105 is payable.

 

(ii)

Where an annual return of a company limited by guarantee is delivered under section 662 of the Companies Ordinance (Cap. 622) for registration, an annual registration fee of HK$105 is payable if it is delivered within 42 days after the company's return date. However, a substantially higher registration fee ranging from HK$870 to HK$3,480 will be payable for the late delivery of an annual return of a local company limited by guarantee. For details, please refer to Q28.

 

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

 
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Q28.

Are there any changes in the requirement to file annual returns of a guarantee company under the Companies Ordinance (Cap. 622) ("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 CO.


Pursuant to sections 662(3) and (4)(b) of the CO, the annual return of a guarantee company is required to 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, 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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Q29.

What is the consequence of late delivery of an annual return of a guarantee company under the Companies Ordinance (Cap. 622) ("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 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

 

The company's return date is 9 months after the end of the company's accounting reference period.

 
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Q30.

When will the new requirements under the Companies Ordinance (Cap. 622) ("CO") apply in respect of the filing of annual return of a guarantee company?

 
Answer:

For an existing guarantee company, the new requirements apply to the first financial year of the company that begins on or after the commencement date of the CO (i.e. 3 March 2014) and all subsequent financial years (section 121(1)(b) of Schedule 11 to the CO).


For a guarantee company registered under the 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 Q26.


For examples on the date of delivery of annual returns, please see the answer to Q30 in "Accounts and Audit" under the thematic section on "New Companies Ordinance"

 
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Q31.

Will an annual return of a guarantee company delivered for registration pursuant to the transitional arrangements under the Companies Ordinance (Cap. 622) ("CO") be subject to higher registration fees?

 
Answer:

No. If the annual return is delivered for registration pursuant to the Predecessor Ordinance (i.e. the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)) under the transitional arrangements of the CO, the escalating scale of annual registration fee introduced by the Companies (Fees) Regulation (Cap. 622K) will not apply.

 
 
Note:  
 

Under the Professional Accountants Ordinance (Chapter 50), only firms of certified public accountants (practising) or corporate practices registered with the Hong Kong Institute of Certified Public Accountants (the "Institute") or certified public accountants holding a valid practising certificate issued by the Institute are lawfully qualified to provide auditing services (for the purposes of the Hong Kong Companies Ordinance (Chapter 622)). You may refer to the Hong Kong CPA Practice Directory (https://www.hkicpa.org.hk/app/hkicpa_app/practicedirectory/index.php) and the Institute's membership list (https://app1.hkicpa.org.hk/membership/list/members/index.php (Eng only)) for further information.

 
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