条項

内容

367

Financial year

(1)    A company’s first financial year after the coming into operation of this section begins on the first day of its first accounting reference period and ends on— (Amended 35 of 2018 s. 39)

(a)    subject to paragraph (b), the last day of that period; or

(b)    another date, within 7 days before, or after, the end of that period, as specified by the directors. (Amended 35 of 2018 s. 39)

(2)    Every subsequent financial year of a company begins on the date immediately following the end of the previous financial year and ends on— (Amended 35 of 2018 s. 39)

(a)    subject to paragraph (b), the last day of the accounting reference period immediately following the one by reference to which the previous financial year is determined; or

(b)    another date, within 7 days before, or after, the end of that period, as specified by the directors. (Amended 35 of 2018 s. 39)

(3)    If an undertaking is not a company, a reference in this Ordinance to its financial year is a reference to a period in respect of which a profit and loss account of the undertaking is required, by its constitution or by the law under which it is established, to be made up, whether or not the period is a year.

(4)    A company’s directors must secure that the financial year of each of its subsidiary undertakings coincides with the company’s financial year unless, in the directors’ opinion, there are good reasons against those financial years coinciding with each other.

(5)    In this section—

undertaking (企業) means—

(a)    a body corporate;

(b)    a partnership; or

(c)    an unincorporated association carrying on a trade or business, whether for profit or not.

373

Company must keep accounting records

(1)    A company must keep accounting records that comply with subsections (2) and (3).

(2)    The accounting records must be sufficient—

(a)    to show and explain the company’s transactions;

(b)    to disclose with reasonable accuracy, at any time, the company’s financial position and financial performance; and

(c)    to enable the directors to ensure that the financial statements comply with this Ordinance.

(3)    In particular, the accounting records must contain—

(a)    daily entries of all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place; and

(b)    a record of the company’s assets and liabilities.

373

Company must keep accounting records-cont’d

(4)    If subsection (1) does not apply in relation to a subsidiary undertaking of a company, the company must take all reasonable steps to secure that the subsidiary undertaking keeps accounting records that are sufficient to enable the company’s directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance.

(5)    A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of $300,000.

(6)    A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of $300,000 and to imprisonment for 12 months.

(7)    If a person is charged with an offence under subsection (5), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—

(a)    was charged with the duty of ensuring that subsection (1) or (4) (as the case may be) was complied with; and

(b)    was in a position to discharge that duty.

379

Directors must prepare financial statements

(1)     Subject to subsection (2), a company’s directors must prepare for each financial year statements that comply with sections 380 and 383.

(2)     Subject to subsection (3A), if the company is a holding company at the end of the financial year, the directors must instead prepare for the financial year consolidated statements that comply with sections 380, 381 and 383.

(3)     Subsection (3A) applies— (Amended 35 of 2018 s. 42)

(a)    if the company is a wholly owned subsidiary of another body corporate at the end of the financial year;

(b)    if—

(i)     the company is a partially owned subsidiary of another body corporate at the end of the financial year;

(ii)    at least 6 months before the end of the financial year, the directors notify the members in writing of the directors’ intention not to prepare consolidated statements for the financial year, and the notification does not relate to any other financial year; and

(iii)   as at a date falling 3 months before the end of the financial year, no member has responded to the notification by giving the directors a written request for the preparation of consolidated statements for the financial year; or

(c)    if—

(i)     the company is a partially owned subsidiary of another body corporate at the end of the financial year; and

(ii)    all members agree in writing before the end of the financial year that consolidated statements will not be prepared for the financial year, and the
agreement does not relate to any other financial year. (Added 35 of 2018 s. 42)

(3A) If this subsection applies because of—

(a)    subsection (3)(a)—the directors must prepare for the financial year—

(i)     statements that comply with sections 380 and 383; or

(ii)    consolidated statements that comply with sections 380, 381 and 383; or

379

Directors must prepare financial statements-cont’d

(b)    subsection (3)(b) or (c)—the directors must prepare for the financial year statements that comply with sections 380 and 383. (Added 35 of 2018 s. 42)

(4)    If, as respects any financial statements a copy of which is laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, a director of the company fails to take all reasonable steps to secure compliance with subsection (1), (2) or (3A), the director commits an offence and is liable to a fine of $300,000.

(5)    If, as respects any financial statements a copy of which is laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, a director of the company wilfully fails to take all reasonable steps to secure compliance with subsection (1), (2) or (3A), the director commits an offence and is liable to a fine of $300,000 and to imprisonment for 12 months.

(6)    If a person is charged with an offence under subsection (4), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—

(a)    was charged with the duty of ensuring that subsection (1), (2) or (3A) (as the case may be) was complied with; and

(b)    was in a position to discharge that duty. (Amended 35 of 2018 s. 42)

394

Auditor must be appointed for each financial year

(1)    An auditor must be appointed for each financial year of a company.

(2)    An auditor may be appointed only under this Subdivision.

395

Appointment of first auditor by directors

(1)    This section applies to—

(a)    a company formed and registered under this Ordinance; and

(b)    a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1).

(2)    If the company is required to hold an annual general meeting in accordance with section 610 in respect of its first financial year, the directors may appoint the auditor of the company for that first financial year at any time before the annual general meeting.

(3)    If, by virtue of section 612(1) or (2), the company is not required to hold an annual general meeting in accordance with section 610 in respect of its first financial year, the directors may appoint the auditor of the company for that first financial year at any time before the appointment period in relation to the next financial year.

405

Auditor’s duty to report

A company’s auditor must prepare a report for the members on any financial statements prepared by the directors, a copy of which is laid before the company in general meeting under section 429, or is sent to a member under section 430 or otherwise circulated,
published or issued by the company, during the auditor’s term of office.

順番

(III) 財務諸表と報告

11

What are the general requirements for financial statement under the new CO?

The general requirements are –

•     a company’s directors must prepare for each financial year financial statements that comply with sections 380 and 383 (section 379(1));

•     if the company is a holding company at the end of the financial year, consolidated financial statements must be prepared instead unless the company is a partially owned subsidiary where no member requests for the preparation of consolidated financial statements or all members agree in writing that consolidated financial statements will not be prepared (sections 379(2), 379(3)(b) and (c) and 379(3A)(b));

•     if the company is a partially owned subsidiary where no member requests for the preparation of consolidated financial statements or all members agree in writing that consolidated financial statements will not be prepared, company level financial statements must be prepared (section 379(1), 379(3)(b) and (c) and 379(3A)(b));

•     if the company is a wholly owned subsidiary, either company level financial statements or consolidated financial statements must be prepared (section 379(3)(a) and 379(3A)(a));

•     subject to permitted exclusions, the consolidated financial statements must include all the subsidiary undertakings of the company (section 381);

•     unless the company falls within the reporting exemption, the financial statements must give a true and fair view of the financial position and financial performance of the company (sections 380(1), (2) and (7));

•     the financial statements must comply with –

o    the accounting disclosure requirement in Schedule 4 (section 380(3));

o    applicable accounting standards issued or specified by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) (sections 357(1), 380(4) and the Companies (Accounting Standards (Prescribed Body) Regulation, Cap. 622C);

•     the notes to financial statements must contain the information prescribed by the Companies (Disclosure of Information about Benefits of Directors) Regulation, Cap. 622G ("Cap. 622G") (section 383); and

•     the financial statements must be audited (section 405).

Other requirements are in relation to the laying, sending, publication (sections 429 to 432 and 436) and voluntary revision of financial statements (section 449 and the Companies (Revision of Financial Statements and Reports) Regulation, Cap. 622F).

The above requirements do not apply to a company that is dormant (section 447).

Companies Registry - FAQ - Companies Ordinance - Accounts and Audit (cr.gov.hk)