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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.
No. The annual return of a registered non-Hong Kong company should be made up to the anniversary of the date on which the Certificate of Registration of Non-Hong Kong Company was issued to the company.
Yes, you have to deliver an annual return in every calendar year for registration. The Registrar of Companies does not have power to grant exemption from the delivery of annual return.
For a registered 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 in Hong Kong. Substantially higher registration fees (ranging from HK$1,200 to HK$4,800) are payable if the annual return is delivered beyond the prescribed 42-day time period.
Section 788(3) of the Companies Ordinance (CO) provides that, if a registered non-Hong Kong company fails to deliver the annual return in compliance with section 788(1) of the CO, the company, every responsible person and every agent of the company who authorizes or permits the default, commit an offence and each is liable to prosecution and, if convicted, default fines. The maximum penalty is HK$50,000 for each breach and, in the case of a continuing offence, a daily default fine of HK$1,000. (Please also see Q7.)
(Please refer to the Major Services > Major Fees under the Companies Ordinance section of this website for details of the higher registration fees.)
A Form NN3 should be used.
No. A Form NN3 must be delivered for registration once in every year by a registered non-Hong Kong company even if there has been no change in the particulars of the company since the last annual return.
No. You are required to report the changes of company particulars in the relevant specified forms. For example, a Form NN9 should be delivered to report the change in the registered office address or principal place of business and a Form NN7 should be delivered to report the change of addresses of directors or company secretary.
It is the responsibility of the director(s), company secretary and authorized representative of a registered non-Hong Kong 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 an 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.
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 Q10 if the due date falls on a Saturday which is not a public holiday.
If the due date for delivery of an annual return falls on a Saturday, the deadline for delivery will remain unchanged. 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 delivery of an annual return under section 788 of the Companies Ordinance and the escalating fee scale in the Companies (Fees) Regulation 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 (where the due date falls on Saturday). 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 Q9 if the due date falls on a Sunday or public holiday.
Companies and document presentors can always deliver documents, annual returns in particular, 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 Companies 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).
Please also note the answer to Q12 for delivery of annual return by post.
Yes. You can deliver the annual return by post. However, 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 payment of a higher registration fee. You should also note that if you deliver your annual return by post, the annual return will not be regarded as having been delivered to the Registrar in satisfaction of the filing requirements if it has not been received by the Registrar.
A registered non-Hong Kong company is required to deliver a certified copy of its latest published accounts for a period of at least 12 months 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 that jurisdiction to publish its accounts or to deliver copies of its accounts to any person in whose office the accounts may be inspected as of rights by members of the public.
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 NN3.
Where a registered non-Hong Kong company has been incorporated for less than 18 months prior to the date of delivery of its annual return under section 788(1) of the Companies Ordinance and the accounts of the company that are required to be published have not been made up, the company should deliver an annual return and state the fact in the annual return, i.e. by selecting the relevant box in Section 12B of Form NN3.
It is the responsibility of the director(s), company secretary and authorized representative of a registered non-Hong Kong company to observe the requirements of the Companies Ordinance to deliver annual returns and other statutory documents for registration within prescribed time periods.
Registered non-Hong Kong companies which have registered Company User accounts with the e-Registry will automatically receive electronic notifications for delivering annual returns. Individual Users of the e-Registry who have established account association with relevant Company Users may also subscribe to the e-Reminder Service free of charge to receive notifications for electronic submission of annual returns of the companies. For details, please refer to the demonstration on "e-Reminder" and the Frequently Asked Questions on “Annual Return e-Reminder Service” under the "Electronic Services > Electronic Services at the e-Registry" section of this website.
If the accounts are not in Chinese or English, you only need to deliver a certified Chinese or English translation of the accounts together with the annual return for registration.
The accounts should be certified pursuant to section 775 of the Companies Ordinance (Cap. 622). You can read the text of the provision at www.elegislation.gov.hk.
The translation of accounts should be certified pursuant to section 4 of the Companies Ordinance (Cap. 622). You can read the text of the provision at www.elegislation.gov.hk.
