Requirement for an Annual Return in Hong Kong
An Annual Return is a specified form containing the particulars of the company such as the address of the registered office, shareholders, directors, secretary, etc and should reflect any changes that have been made by the company during the year.
Pursuant to the Hong Kong Companies Ordinance (“CO”), a Hong Kong company is required to file an Annual Return with the Companies Registry (“CR”) and pay the prescribed filing fee within 42 days of the anniversary of its date of incorporation.
Filing Deadlines
There are filing deadlines for certain changes, which are summarized below:
Late Filings
Late filings will result in penalties being imposed by the Registry, who may also take legal action against the company and its officers if the company has failed to comply with the CO. The progressive fines are:
Director’s Duties under the Companies Ordinance
Please be advised that all directors of the Company are advised to read the latest version of the “Non-Statutory Guidelines on Directors Duties” published by the CR and acquaint themselves with the general duties of directors outlined in the Guidelines.
Financial Statements & Annual General Meeting
Please also note that, according to the CO currently in force, every Hong Kong company must prepare audited financial statements for each financial year, failing which the company and director commits an offense and are liable to a fine. Only companies that have filed for dormant status with the Company Registry are exempted from this requirement.
Furthermore, the company’s directors must, in respect of each financial year, lay before the company in an annual general meeting (“AGM”) a copy of the reporting documents for the financial year within the period of 9 months or any longer period directed by the Court, after the end of that accounting reference period. If the AGM is not required to be held under the CO, then a copy of the audited financial statements should be presented to shareholders for reference.
