Annual Return filing for Hong Kong businesses

For locally incorporated private limited companies and registered non-Hong Kong companies, annual corporate compliance is essential. Alongside renewing your business registration certificate, you can conveniently complete your annual return. To file your annual return with the Hong Kong Companies Registry, you must complete the AR1 form. It includes details of directors, company secretary, shareholders, operations overview, and registered office address. Before submission, the form must be signed by a director, manager, authorized representative, or company secretary. Hong Kong private companies with dormant status are exempt from annual return compliance requirements, offering relief for such entities.

For all Hong Kong companies, the annual return must be completed within 42 days after the incorporation date anniversary. It’s crucial to note that this time period remains unchanged, even if the deadline falls on a Saturday. Failure to file the annual return within the prescribed 42-day period results in a penalty for late filing. Compliance is vital, as failure to adhere to the time limit is a criminal offense, with potential prosecution for the company and responsible officers. The Registrar of Companies lacks the authority to extend the statutory time limit for annual return submission. This requirement applies every year, except the first year, regardless of whether the company’s fundamental information remains unchanged. Filing annual returns is mandatory, underscoring the importance of timely compliance.

Failure to comply with the compliance requirement within the prescribed 42-day period constitutes a breach of the Companies Ordinance for local private companies. The director, company secretary, and other responsible officers may face consequences, including late fees, fines, and potential prosecution for the company. The penalty amount varies based on the delay in delivering the annual return. Registration fees are as follows:

• Filing within 42 days: HK$105
• Filing >42 days and <3 months: HK$870
• Filing >3 months and <6 months: HK$1,740
• Filing >6 months and <9 months: HK$2,610
• Filing >9 months: HK$3,480 Non-compliance may lead to prosecution and fines, with a maximum penalty of HK$50,000 per breach. Counting offenses may incur a daily default fine of HK$1,000.

A company secretary is an officer responsible for the company / corporation. Some of the company secretaries are certified by the Institute of Chartered Secretaries in Hong Kong. The individual will be a gatekeeper for the firm and make sure that the Hong Kong company is fully compliant from a corporate governance point of view under the statutory laws of the Hong Kong Companies Ordinance and the government. Although it can be often overlooked, the company secretary is a key role with important responsibilities. Read more information from our website here.

The company secretary takes care of all matters of the company in order to comply with the regulations of the Companies Ordinance. Their responsibilities depend on the company’s size and nature of business.

Here are the main duties of a company secretary:

• Organizing and attending all meetings
• Advice the company on corporate governance
• Checking the information in statutory books
• Filing statutory returns
• Complying with the statutory requirements
• Updating shares transfer
• Handling other administrative matters

The designated company secretary’s duties include being responsible for regulating the company operations and corporate governance. Others include preparing for the First Board Resolution, providing assistance in the Annual General Meeting, renewal of the Business Registration Certificate documents, as well as informing the directors and members of the listed company on any changes.

After incorporation, the Company Ordinance requires every limited company to have a company secretary in Hong Kong for complying with the government and company laws. The appointed person needs to reside in Hong Kong full time, with responsibilities such as preparing for general meetings, maintaining the annual requirements for the firm, as well as defining and updating the duties of each shareholder and director. The company secretary is also responsible for communicating with government agencies when they reach out to the company.

Outsourcing your company’s secretarial duties is a great way to save time and money. Especially for foreign entrepreneurs living outside of Hong Kong, such as in Australia or China, the process of registering and up-keeping of a company in Hong Kong can be challenging and time consuming. Sleek’s services can help maintain the business and fulfil the mandatory laws of a Hong Kong company under the Hong Kong Companies Ordinance, while saving cost on headcount and potential Hong Kong office address. Contact us if you’re interested or need any assistance.

Since the company secretary takes care of a lot of important duties for your company, you may need to consider changing your company secretary if you face the following problems:

• He or she charges you hidden fees
• Billings are delivered late
• Billings are incorrect
• Business Registration Certificate not renewed on time
• Fail to submit documents on time
• Fail to file returns on time

These common problems would greatly hinder the daily operations of your company and even violate the regulations of the Hong Kong Companies Ordinance. Failure to accurately handle government filings may result in government penalties. As an entrepreneur, the efficiency and accuracy of your administrative matters are vital to keeping your business running smoothly.

You may want to appoint another company secretary if you encounter the aforementioned issues with your current company secretary.

Thank you for choosing Sleek as your new secretarial service provider! It is not uncommon to change your company secretary, and the process is simple. Before you leave your current service provider and transfer to Sleek, you need first get in touch with us to carry out a series of KYC (Know Your Customer) process. After the approval, we will require you to notify your current service provider of the determination.

Sleek offers not only secretarial services for companies but also a registered address for your company. Read about the entire process and the details of our services from our website here for more advice and switch to Sleek’s seamless services today!