Delivery of annual returns by companies limited by guarantee under the Companies Ordinance

Pursuant to the new Companies Ordinance that came into force in 2014, a company limited by guarantee must, for every financial year, submit an annual return with the certified true copies of the relevant financial statements to the Registrar of Companies for registration within 42 days after the company’s return date. The return date of a company limited by guarantee is the date that is 9 months after the end of the company’s accounting reference period. The Registrar of Companies has been stringently enforcing this rule starting from 2017.

A company who fails to file the above during the prescribed time frame shall commit an offence. Under these circumstances, every responsible person of the Company, for example, director(s) or the company secretary of the Company, who commits an offence under Section 662(6), and upon conviction, is liable to a fine of up to HK$50,000 and, for a continuing offence, to a further fine of HK$1,000 for each day during which the offence continues.

How can we help?

CW CPA can assist overseas companies in analysing the implications that changes in company legislation, local as well as international, can have on their operations and in ensuring compliance with the relevant laws and regulations. Further questions can be addressed to Ms May Ly (, Senior Manager, Head of Company Secretarial Department.

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