Ricky Cheung

Annual Returns

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A private company having a share capital should file its Annual Return (Form AR1) once every calendar year (except in the year of its incorporation) within 42 days after the anniversary of its date of incorporation.

For other companies, the Annual Return should be filed within 42 days after the date of the Annual General Meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM together with the original or certified copy of audited accounts.

The annual registration fee payable for an Annual Return for different types of local companies are as follows :-

(a)

For a private company having a share capital, the annual registration fee payable for an Annual Return 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 submitted within the prescribed 42 days time limit.

(b)

In the case of an Annual Return of other companies having a share capital, the annual registration fee payable is HK$140 if it is delivered within 42 days after the date of the Annual General Meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM.

Substantially higher registration fees are payable if the Annual Return is not submitted within the prescribed 42 days time limit.

(c)

For a company not having a share capital (most of the companies limited by guarantee fall into this category), the annual registration fee payable is HK$105 and the Annual Return should be delivered within 42 days after the date of the AGM or within 42 days after the date of the written resolution passed in lieu of the AGM.

A company which fails to file Annual Returns within the prescribed time period is in breach of the Companies Ordinance and is liable to prosecution. The Registrar of Companies may consider taking striking off action having regard to the circumstances of each case.

It is the responsibility of the director(s) or secretary of a company to observe the requirements of the Companies Ordinance to file Annual Returns and other statutory documents on time. The Companies Registry is not obliged to remind a company or its officers to file the Annual Return of the company.

The annual registration fee is a statutory fee prescribed in the Eighth Schedule to the Companies Ordinance and is payable on the delivery of the Annual Return. The Registrar of Companies has no discretion on the amount of fee payable.

For more information on the consequences of failure of filing an Annual Return on time, please refer to External Circulars No. 2/2003 and 3/2003 issued by the Companies Registry.

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