General Filing Requirements / Filing of Annual Return

Updated: Dec 25, 2020

What is annual return Hong Kong? Which companies are required to file annual return? Is annual return and annual report same? What happens if annual return not filed?


Registration of documents


Registered local and non-Hong Kong companies are required to deliver Annual Returns and other statutory documents to the Companies Registry for registration. Documents must be signed and delivered together with the correct fees (if applicable) within the prescribed time periods.


Filing Requirements of a Local Limited Company after Incorporation


Every local limited company and its officers must ensure timely delivery of statutory returns to the Registrar of Companies (the Registrar) for registration in strict compliance with the requirements of the Companies Ordinance (CO).


Business registration and its renewal are statutory requirements under the Business Registration Ordinance administered by the Business Registration Office of the Inland Revenue Department. You are still required under the CO to deliver your annual return together with the annual registration fee to the Registrar of Companies within the prescribed time even if you have renewed your business registration.


Annual Return of a Local Private Company


When to deliver an annual return to the Registrar of Companies (the Registrar) for registration


You must in respect of every year deliver an annual return in the specified form (Form NAR1) to the Registrar for registration within 42 days after the anniversary of the date of the company’s incorporation (prescribed time period) in every year.


However, the requirement to deliver annual return does not apply to a company that is a dormant company under section 5(1) of the Companies Ordinance.


Reminder(s) for the delivery of annual return(s) to the Registrar for registration


An “Annual Return e-Reminder” service is available at the e-Registry (www.eregistry.gov.hk) for registered users to receive electronic notifications for the delivery of annual returns of local private companies on the most recent anniversary dates of incorporation of the companies.


How to deliver annual return for registration


You can deliver the annual return electronically through the e-Registry (www.eregistry.gov.hk). The e-Registry is a 24-hour electronic service portal developed by the Companies Registry to facilitate electronic submission of specified forms and documents. Key particulars of the company registered with the Registry as at the company’s return date will be pre-filled in the annual return by the system for user’s verification and completion of other details.


A Check List for Delivering an Annual Return in Hard Copy Form for Registration


Before you deliver the annual return for registration, please ensure that you arrange for the return to be manually signed by a director or the company secretary of the company.


Annual Return of a Local Public Company or a Company Limited by Guarantee


When to deliver an annual return to the Registrar of Companies (the Registrar) for registration


You must deliver an annual return (Form NAR1), in respect of every financial year, to the Registrar for registration within 42 days after the company’s return date (prescribed time period) pursuant to section 662 of the Companies Ordinance.


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


Reminder(s) for the delivery of annual return(s) to the Registrar for registration


An “Annual Return e-Reminder” service is available at the e-Registry (www.eregistry.gov.hk) for registered users to receive electronic notifications for the delivery of annual returns.


What documents to deliver


You should deliver for registration:


(a) a properly completed and signed annual return in the Specified Form NAR1; and


(b) certified true copies of the company's financial statements including the report of the auditors and the report of the directors.


How to deliver annual return for registration


You can deliver the annual return and relevant document electronically through the e-Registry (www.eregistry.gov.hk). The e-Registry is a 24-hour electronic service portal developed by the Companies Registry to facilitate electronic submission of specified forms and documents including annual returns and certified true copies of the financial statements.


A Check List for Delivering an Annual Return in Hard Copy Form for Registration


Before you deliver the annual return for registration, please ensure that you


- Arrange for the return to be manually signed by a director or the company secretary of the company.


- Include certified true copies of the company’s financial statements including auditors’ report and directors’ report. Certification should be done by a director or the manager or the company secretary.


Filing Requirements of a Registered Non-Hong Kong Company after Registration


Every registered non-Hong Kong company and its officers must ensure timely delivery of statutory returns to the Registrar of Companies (the Registrar) for registration in strict compliance with the requirements of the Companies Ordinance (CO).


Business registration and its renewal are statutory requirements under the Business Registration Ordinance administered by the Business Registration Office of the Inland Revenue Department. You are still required under the CO to deliver your annual return together with the annual registration fee to the Registrar of Companies within the prescribed time even if you have renewed your business registration.


Annual Return of a Registered Non-Hong Kong Company


When to deliver an annual return to the Registrar of Companies (the Registrar) for registration


You must deliver an annual return in the specified form (Form NN3) to the Registrar for registration once in every year within 42 days after each anniversary of the date of registration of the company in Hong Kong (prescribed time period).


Reminder(s) for the delivery of annual return(s) to the Registrar for registration


An “Annual Return e-Reminder” service is available at the e-Registry (www.eregistry.gov.hk) for registered users to receive electronic notifications for the delivery of annual returns of registered non-Hong Kong companies on the most recent anniversary dates of registration of the companies.


What document(s) to deliver


You should deliver for registration:


(a) a properly completed and signed annual return Form NN3; and


(b) where section 789 of the Companies Ordinance applies, a certified true copy of the company’s latest published accounts for a period of at least 12 months that comply with the law of the place of incorporation, or the law of any other jurisdiction where the company is registered as a company, or the rules of any stock exchange or similar regulatory bodies in that jurisdiction.


No accounts are required to be delivered for registration if:


- section 789 of the CO does not apply to the company; OR


- the company has been incorporated for less than 18 months prior to the date of delivery of the annual return under section 788(1) of the CO and the accounts of the company that are required to be published have not been made up.


How to deliver annual return for registration


You can deliver the annual return and relevant document electronically through the e-Registry (www.eregistry.gov.hk). The e-Registry is a 24-hour electronic service portal developed by the Companies Registry to facilitate electronic submission of specified forms and documents. Key particulars of the company registered with the Registry as at the company’s return date will be pre-filled in the annual return by the system for user’s verification and completion of other details.


A Check List for Delivering an Annual Return in Hard Copy Form for Registration


Before you deliver the annual return for registration, please ensure that you


- Arrange for the return to be manually signed by a director, the company secretary, manager or the authorized representative of the company.


- Deliver the annual return and certified true copies of the latest published accounts (if applicable) within the prescribed time period.


If you would like to know more, please contact Bestar.

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