Every Hong Kong company files an annual return with the Companies Registry once a year, whether it traded or not. It is one of the simplest filings a company makes, and one of the most commonly missed, because nobody sends a reminder that is hard to ignore.
When it is due
A private company files its annual return within 42 days after the anniversary of the date it was incorporated. If your company was incorporated on 10 March, the return is due by the 21st of April every year. The date is fixed by the certificate of incorporation, not by your financial year end, so it rarely lines up with anything else in the calendar.
What it contains
The return is a snapshot of the company on its anniversary date:
- the registered office address;
- the directors and the company secretary;
- the share capital and the members who hold the shares.
A private company does not attach its accounts. If something on the list has changed during the year and was not notified at the time, that change should have been filed separately — the annual return is not the place to catch up on it.
Why late costs more
The registration fee is on a sliding scale. Filed on time it is modest; after the 42 days it steps up, and it keeps stepping up the longer the return is outstanding. A return that is several months late can cost many times the on-time fee, for exactly the same form.
Beyond the fee, failing to file is an offence. The company and every responsible officer, including the directors and the company secretary, can be prosecuted and fined, and repeated failures are the kind of record that follows a director.
How I deal with it
For companies whose secretarial work I look after, the anniversary date goes into the calendar the day the company comes to us, and the return is prepared a few weeks before it is due. All you do is confirm that nothing has changed.
General information, not advice on your own position. Every case turns on its own facts.