Hong Kong Company Maintenance and Compliance Guide (2) – Filing Obligations with the Companies Registry

1. Filing of Changes of Particulars

A company must file the relevant particulars with the Registrar within the period indicated, in the event of:

(1) any change in the directors or secretary or in the filed particulars of any existing directors or secretary – 14 days
(2) any change in the location of the registered office – 14 days
(3) any increase in the authorized share capital (this also requires the payment of a capital fee) – 15 days
(4) any relocation of the company’s statutory books from the company’s registered office – 14 days
(5) any change of name of a company – 15 days after the passing of the resolution
(6) the passing of a special resolution (other than special resolutions to change the name of a company) or certain other resolutions – 15 days
(7) any allotment or issue of new shares (this also requires the payment of a capital fee on the amount of any premium over the nominal value at which the shares are allotted or issued) – one month
(8) the creation of a charge over certain types of assets or the acquisition subject to an existing charge of certain types of assets, in either case whether the asset is within or outside Hong Kong – 5 weeks

In relation to the last two items, if the relevant particulars are not filed with the Registrar within the prescribed period, an application will have to be made to the Court for an extension of the time within which the particulars may be filed. Any such application will need to be supported by an affidavit giving an explanation as to why the particulars were not filed within the prescribed period.

2. Filing of Annual Return

An Annual Return must be filed with the Registrar of Companies at least once a year (except if there has been no change in the filed particulars since the date of the last annual return, in which case a certificate confirming this fact can be filed in lieu of an annual return).

The annual return contains among other things:

(1) particulars of the authorized and issued share capital of the company
(2) the names and addresses of its directors and the secretary
(3) the names and addresses of its registered shareholders
(4) the amount secured by any registered charges.

The return must be signed by a director or the secretary of the company and must be filed within 42 days of the anniversary of the incorporation of the company. Public companies and companies limited by guarantee without a share capital must file their annual return within 42 days of the annual general meeting in each year.