1.      Internal Record Keeping Requirements

(1)     Annual accounts/directors' report

A profit and loss account and a balance sheet for the company must be audited by Hong Kong registered auditors and laid before the shareholders in general meeting within 18 months of incorporation and then at least once in every calendar year. There are lengthy and detailed provisions in the Companies Ordinance regarding types of accounts to be prepared and Kaizen can supply further details on request. Generally, Hong Kong private companies limited by shares are not required to file their accounts with the Registrar.

A directors' report must be prepared in conjunction with the annual accounts. The Companies Ordinance provides a list of required contents about this report. This list includes details of contracts with the company or certain companies that is associated with a significant relation to the company's business.

(2)     Annual general meeting

An annual general meeting of the shareholders must be held within 18 months of incorporation and then at least once in every calendar year, but not later than 15 months after the last annual general meeting. An annual general meeting must be held even there are no accounts available for presentation in the meeting and no other relevant business to be attended to.

Before the annual general meeting is held, the directors must approve the accounts and the directors' report. They may recommend a dividend and must resolve to call the annual general meeting. If all the shareholders entitled to attend and vote at the annual general meeting so agree, the meeting may be held at short notice. Otherwise, at least 21 clear days' notice is required, except specified in the Article of Association. Copies of any audited accounts to be considered at the annual general meeting must be sent to all shareholders, debenture holders and other persons so entitled not less than 21 days before the date of the meeting, unless all shareholders entitled to attend and vote at the meeting otherwise agree.

 
(3)     Maintenance of Register of Members

Every company is required to keep a share register (i.e. Register of Members), which is prima facie evidence of any details required by the Companies Ordinance to be contained in the Register. The original or copy of Register of Members must be kept at the Registered Office in Hong Kong. Kaizen, if appointed as Company Secretary, should be notified of any share transfers or issue of additional shares.

(4)      Maintenance of Register of Transfers, Directors and Secretaries

Pursuant to the Companies Ordinance, these Registers must be maintained by the company and must be kept at the Registered Office. Kaizen, if appointed as company secretary, should be notified of any appointments or resignations of directors.

(5)      Maintenance of Minutes and Financial Records

A company is required to keep minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members. Copies of all written resolutions consented to by the foregoing parties must also be kept.

2.	External Filing and Reporting Requirements (with Companies Registry as Required by Companies Ordinance)

   

(1)     Filing of Annual Return

Every company must within 42 days after its most recent anniversary of its date of incorporation submit an Annual Return to Company Registry. The following registration fees are payable on the delivery of an Annual Return to the Company Registry:

(a)	If delivered within 42 days after the anniversary of incorporation - HK$105;
(b)	If delivered more than 42 days but within three months after the anniversary of incorporation - HK$870;
(c)	If delivered more than three months but within six months after the anniversary of incorporation - HK$1,740;
(d)	If delivered more than six months but within nine months after the anniversary of incorporation - HK$2,610;
(e)	If delivered more than nine months after anniversary of incorporation - HK$3,480;

If the Annual Return is not filed within the prescribed time limit, the maximum penalty is HK$50,000 for each breach together with a daily default fine of HK$1,000.

KAIZEN annual retainer fee for the provision of Company Secretary is inclusive of preparation and assistance of filing of Annual Return.

(2)     Filings of Changes in Particulars

(a)     Filing obligations

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

(i)	any change in the directors or secretary - 15 days;
(ii)	any change in particulars of the existing directors or secretary - 15 days;
(iii)	any change in the location of the Registered Office - 15 days;
(iv)	Passing of a special resolution or certain other resolutions - 15 days;
(v)	any allotment of new shares - 1 month.

(b)     Change of name

To effect a change in the company name:

(i)	the shareholders must approve the change in name by special resolution;
(ii)	the new name must be registered with the Registrar.

 

It normally takes about 1 to 2 weeks from the time of filing a special form to Companies Registry for a Certificate of Change of Name to be issued. The change in name is effective from the date on such certificate.

(c)      Increases in Share Capital

Any increase in share capital of a company requires the approval of shareholders. Related form must be filed with Companies Registry.

(d)      Alternation of Articles of Association

Depending on items that needs to be altered, a Hong Kong company may alter items on its Articles by passing an ordinary resolution or special resolution.

According to Section 88 of the Companies Ordinance:

(i)	A company may alter the maximum number of shares that the company may issue by ordinary resolution;
(ii)	The alternation must be passed by a special resolution, except for specified items;
(iii)	If a company alter its Articles of Association, it must file the special resolution for alternation, a copy of the altered articles certified by the company’s officer and a notice of the alternation in specified form (i.e. Form NAA1/ Form NAA2/ Form NAA3) to the Companies Registry within 15 days.

3.	External Filing and Reporting Requirements (with Business Registration Department and Inland Revenue Department as per requested by Business Registration Ordinance and Inland Revenue Ordinance)

    

(1)     Annual Renewal of Business Registration

Regardless of the actual status of business commencement (or in dormant status), it is necessary to renew its Business Registration annually. No matter what reason, a company must renewal the Business Registration even if there are omissions of renewal during the period. This implies for every company, including company that is going to apply for deregistration or liquidation.  

(2)     File Profits Tax Return

In the 18th month of incorporation date, the company will receive a Profit Tax Return (PTR) from Inland Revenue Department (IRD). The company should submit the duly completed PTR with supporting documents (including audited financial statements and tax computation) to the Department within one month from the date of issuance of PTR. Any late filing may lead to penalty.

On every April 2 (the first working day on April) from the second year and thereafter, IRD issues a PTR to each company. The PTR should be duly completed and submitted to IRD within one month after the date of issuance together with audited financial statements and any other supporting documents as IRD consider necessary.

(3)     File Employer's Return for Employees

An Employer's Return for each year of assessment will be issued to all employers on the first working day on April annually. All employers are required to furnish the return within one month from the date of issue, unless an application for extension in writing is filed with the IRD. A complete set of annual employer's return of remuneration and pensions contains a form BIR56A and forms IR56B. Before you complete the return, you should read carefully the "Notes and Instructions" given on the form BIR56A. A "NIL" return of BIR56A is still required even if you have no employees or pensioners chargeable to Salaries Tax.