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Filing of Annual Return Form

It is crucial to be prepared for the company annual return filing.

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After you have opened a HK business and are running it for some time, you need to remember that the annual return form have to be filed at the appropriate time. It is crucial to be prepared for the company annual return filing and to keep all the requirements ready before the government deadlines.

To file the annual return, the Form NAR1 is filled with the required information and delivered to the Companies Registry of Hong Kong SAR. This is done annually, usually within 42 days of the incorporation of the business. Startupr makes sure that it is filled on time for our clients.

In the form, the particulars of the company like the address of the registered office, shareholders, directors, secretary, etc. have to be filled. This process is important as it is required to provide the specific company information every year, even if the company has been active or not.

Basic Ongoing Compliance Requirements

Before a Hong Kong business can file the Annual Return form, there are some requirements that must be fulfilled. A private business must have the following before the company annual return filing is done:

  • Manage a registered address that is located in Hong Kong, and this residential address cannot be a P.O. Box address.
  • Managed by a company secretary that is a resident of Hong Kong where the secretary can be a company corporate or an individual.
  • Has to have an auditor appointed only unless the business has been considered as dormant as filed with the Companies Registry. That is, it is a business with no proper business transactions in a financial year.
  • Have at least one shareholder who can be a body corporate or a person that is local or a foreigner and has to be above the age of 18 years old.
  • Have at least one director who can be a foreigner or a local person above the age of 18 years.
  • The company will also have to inform the Companies Registry if there are any alterations in the registered particulars of the company. This includes the modifications in share capital, company secretary, directors, details of the shareholders, registered address, etc. The Company has to notify the government about the following:
    – Any registered address change in 15 days after it has been changed.
    – If there is a new director or secretary or if any have ceased the position from the company within 15 days from the date of the action.
    – If the details of the director or the secretary have been altered within 15 days from the alterations.
    – About the company name change within 15 days of the name has been confirmed by the government and changed by filling the Form NNC2.
    – If there is any particular resolution that has been passed in the company within 15 days of passing the judgment.
    – If the statutory books of the company have been relocated to another place from the registered office within 15 days from the change.
    – About the issuance or allotment of new shares has to be informed in 1 month from the date of the activity.
  • Renew the registration of the business one month prior to it getting expired every year, as per the validation of the certificate. The company needs to display the Business Registration Certificate every time at the central area of business.
  • Annual General Meeting (AGM) once every 18 months from the incorporation date, with proceeding meetings being held once in every calendar year with a maximum interval of 15 months. The company’s financial accounts must be noted by the director as per the rules of the Hong Kong’s Financial Reporting Standards (FRS) framework, together with the annual return.
  • Prepare essential business licenses needed.
  • Keep a record of documents for the following: registers, share certificates, company seal, updated financial records, minutes of all meetings of members and directors, Articles of Association, Business
  • Registration Certificate, and Incorporation Certificate.
  • Obey the company annual return filing requirements and deadlines of the Hong Kong’s Tax Authority and Companies Registry. Explained in details further.
  • At least seven years of detailed accounting records have to be kept for a business. If the records of the accounting are kept out of Hong Kong, the returns have to be kept in Hong Kong.

All these points are the basics that a company needs to adhere to for the annual registration and annual return filings.

Company’s Business Records Requirements

Additionally, the business records of the company must include:

  • A book of records for the income (receipts) and expenditure (payments).
  • Documentation as proof for the entries in the records book like the bank statements, invoices, vouchers, etc.
  • The business liabilities and the assets have to be recorded.
  • Daily record of all the income and expenditure with the proper receipts and invoice.

Annual Filing Requirements and Deadlines

Foreign and local companies that are in Hong Kong have to file the annual return and need to follow the conditions set by the Companies Registry and the Inland Revenue Department (IRD). Startupr can assist you in the Annual Return filings and be in compliance with the government filings for the company.

The requirements for the annual return filing of the private limited Hong Kong Company are:

Filing of Annual Return with Companies Registry

As per the Companies Registry rules, a private limited business that has been incorporated under the Companies Ordinance in Hong Kong needs to submit the Annual Return that is signed by the authorized representative, manager, company secretary, or the director.

The company annual return filing is done with a special form that has the details of the company as mentioned above. With the Companies Registry, it is not necessary to file the financial accounts of the business. This is done separately through another government agency in Hong Kong, namely the Inland Revenue Department (IRD).

The company annual return filing must be done within 42 days of the anniversary of the business’ incorporation date in each calendar year. If the annual return is not filed on time, it will lead to a higher annual registration fee along with fines and prosecutions for the officers of the company.

The Annual Return vs. The Profits Tax Return (PTR)

The annual return is often confused for the Profits Tax Return (PTR) of a company. The annual return shows the company particulars, such as the company secretary, company directors, and shareholders of the company.

The PTR on the other hand is for filing the taxes of the company to the government. It is mandatory for any company that has been formed in Hong Kong to file the Profits Tax Return along with the annual audited accounts with the IRD of Hong Kong, also called the Inland Revenue Department.

It is normal for the IRD to issue the notification for the Tax Return filing each year to a company. For newly incorporated companies, the notice would be sent around the 18th month of the incorporation date. The company has to then file the return within a month from the time of the notice. Failure to file may lead to high prosecution and penalties.

For the company annual return filing, you would need to attach the following documents along:

  • A tax computation displaying how the profits or adjusted losses were done.
  • The balance sheet of the company, the report of the auditor and the Loss & Profit account for that period.

Depending on your company’s needs, Startupr can assist you with the government filings mentioned above. We can email the official forms that are necessary for this process to you at no charge. And if you want us to complete the form and file the form for you, we can do that as well.

Private Limited Company Annual Return Filing Methods

Any client that registers their company with Startupr customarily pre-pays for the annual return filing. In case you have not opted for registering your business through Startupr, but need the services of the annual filing, you can easily hire us for it. Startupr would be happy to complete and file the return on time.

There are three methods you can choose from for filing the annual return:

  • Hire Startupr to complete and file the annual return for your company in Hong Kong.
  • You can file the annual return on your own via the online system of the Hong Kong Companies Registry.
  • You can also fill the hard copy forms of the annual return manually and then send it to the Hong Kong Companies Registry. Their address is – 14 Floor, High Block, Queensway Government Offices, 66 Queensway, Hong Kong.

Directors responsibility

With all these responsibilities in hand, the directors of the business have to make sure that the initial and the ongoing compliance obligations are fulfilled as per the rules and laws. It does not matter in which part of the world they are in; it has to be taken care of since it is the directors who are the ones that would the responsibility if they have not been fulfilled.

It is highly advised to take the assistance of a professional firm like Startupr since the non-compliance can lead the organization to be subjected to fines and even prosecution, for late or overdue filings.

We will take care of all the necessary filings, so you won’t have to worry about them. We will remind you well in advance when the company needs to file it’s annual return, and assist you with any changes in the company particulars of the directors or shareholders. Startupr ensures the ongoing compliance with statutory rules and regulations of the Company Ordinance in Hong Kong.

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