In this course · 3 of 4
The short answer
Late filing at the Hong Kong Companies Registry can lead to prosecution of the company and every responsible person: up to HK$50,000 per breach plus HK$1,000 a day for annual returns and address changes, and HK$25,000 plus HK$700 a day for director, secretary and share allotment notices.
Maximum penalties from the Registry's guidance
| Filing | Deadline | Maximum penalty per breach | Daily default fine |
|---|---|---|---|
| NAR1 annual return | 42 days after anniversary | HK$50,000 | HK$1,000 |
| NR1 registered office change | 15 days | HK$50,000 | HK$1,000 |
| ND2A / ND2B director or secretary changes | 15 days | HK$25,000 | HK$700 |
| NSC1 return of allotment | 1 month | HK$25,000 | HK$700 |
Who is liable The company and every responsible person, including directors, the company secretary and managers.
Other consequences
- Higher registration fees for late annual returns (up to HK$3,480 for a private company).
- The Registrar can strike off a company that appears not to be operating or complying.
- A stale public record can mislead banks and counterparties and hold up transactions.
How to avoid it
- Put the annual return deadline in your calendar from the incorporation date, not the financial year-end.
- Use the Registry's e-reminder service.
- Search your own company's record periodically and tell the Registry about any error.
These are maximums set by the Ordinance; actual penalties are for the courts.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), s.142
- Companies Ordinance (Cap. 622), s.645
- Companies Ordinance (Cap. 622), s.652
- Companies Ordinance (Cap. 622), s.658
- Companies Ordinance (Cap. 622), s.662
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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