COMPANIES ORDINANCE AND BUSINESS REGISTRATION ORDINANCE HIGHLIGHTS

Hong Kong Local registered companies must comply with the requirements of the Companies Ordinance (Chapter 622, Law of Hong Kong). And deliver statutory returns to the Registrar of Companies within prescribed time periods including:

1. Section 658 requires a company to deliver a notice of change of address of registered office in Form NR1 within 15 days after the change.
2. Section 645 & 652 states that any change in company’s director, company secretary and/or in the particulars. The company must, within 15 days after the change, deliver a notice of change in Form ND2A and/or Form ND2B.
3. Sections 662 & 664 states that a company must deliver an annual return Form NAR1 together with annual registration fee
   • Private company: within 42 days after the anniversary of the date of incorporation of the company every year;
   • Public company: in respect of every financial year, within 42 days after the company’s return. The company’s return date is the date that is 6 months after the end of the company’s accounting reference period. The return must be accompanied by certified true copies of the company’s financial statements, directors’ report and auditors’ report;
   • Company Limited by Guarantee: in respect of every financial year, within 42 days after the company’s return. The company’s return date is the date that is 9 months after the end of company’s accounting reference period. The return must be accompanied by certified true copies of the company’s financial statements, directors’ report and auditors’ report.

What you have to do?

Business registration and its renewal are statutory requirements under the Business Registration (Chapter 310 of the Laws of Hong Kong) administered by the Business Registration Office of the Inland Revenue Department. You still need to submit your annual return together with the annual registration fee to the Registrar of Companies within the prescribed time period. If you fail to file your annual return on time, then it will cause a substantially higher registration fee.

What is the consequence if failure to comply to the Companies Ordinance?

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.

For further information, please contact us.

You may want to read: Companies Ordinance 2018: Keeping of Significant Controllers Register