This guideline contains only a summary of matters relating to Hong Kong Private Limited Companies as contained in the Companies Ordinance, Chapter 32 of the Laws of Hong Kong. It is not intended as a substitute for reading of the Company's Memorandum and Articles of Association and the Ordinance, nor is it intended as a substitute for professional advice

1. Annual General Meeting (“AGM”)
Every company must hold its first AGM within 18 months after its incorporation. In subsequent year, an AGM must be held at least once in every calendar year. The interval between two AGMs must not exeed 15 months. GBC annual retainer fee for provision of Company Secretary is inclusive of preparation of AGM.

2. Annual Return (“AR”)
Every company must within 42 days after its most recent anniversary of its date of incorporation submit an AR to Company Registry. The following registration fees are payable on the delivery of an AR to the Company Registry:
·If delivered within 42 days after the anniversary of
　incorporation – HK$105;
·If delivered more than 42 days after but within three
　months after the anniversary of incorporation – HK$870;
·If delivered more than three months after but within six
　months after the anniversary of incorporation – HK$1,740;
·If delivered more than six months after but within nine months
　after the anniversary of incorporation – HK$2,610;
·If delivered more than nine months after anniversary of
　incorporation – HK$3,480;

If the AR is not filed within the prescribed time limit, the company, every director, secretary and manager of the company will be liable to face prosecution and, if convicted, default fines. The maximum penalty is HKD50,000 for each breach together with a daily default fine of HKD700. GBC annual retainer fee for provision of Company Secretary is inclusive of preparation and assistance of filing of AR.

3. Renewal of Business Registration Certificate (“BR”)
A BR renewal demand note will be sent by the Business Registration Office approximately 1 month before the current BR expires. No matter whether you actually carry out business or not, it is necessary to renew BR. Upon payment, the demand note will become a valid BR. GBC annual retainer fee for provision of Company Secretary is inclusive of assistance of renewal of BR.

4. Profits Tax Return (“PTR”)
18 months from the date of incorporation, the company will receive a PTR from the Inland Revenue Department. The company should submit the duly completed PTR with supporting accounts (management account, audited account) and Employer’s Return of Remuneration and Pensions for Employees (“ER”) to the Department within 1 month from the date of issurance of PTR. Any late filing may lead to penalty. GBC can assist you with preparation of supporting accounts and PTR and ER filing provide that proper book keeping recrods are provided to us. Please refer to GBC Fee Schedule for charge details.

PTR filing exemption application can also be submitted to the Inland Revenue Department if any one of the Directors of the company confirms that either the Company has not yet commence business or no profits of the Company has been generated inside Hong Kong. GBC can assist you with such application. Please refer to GBC Fee Schedule for once off fee details.

5. Dissolution of a Company
A company may be dissolved by several methods, ie Deregistration, Members’ Voluntary Winding-up, Creditors’ Voluntary Winding-up and Compulsory Winding-up by the Court etc.

Deregistration
Companies must satisfy the following conditions in order to apply for Deregistration:
The company has never commence business or operation, or has ceased to carry on business or ceased operation for more than 3 months immediately before the application.
The company has no outstanding liabilities.
A company which has outstanding liabilities can apply to deregistered if its debts are:
Settled by its parent company or related companies, or by its promoter, directors, or members, or waived by its creditors, eg its creditors consist of its parent company or related companies, its promoter, or members, etc, and these creditors execute a deed of waiver to signify their consent to waive the debts owed to them.

The processing time for an application is about 5 months. After the publication of the First Gaxette Notice, there is a 3 months period for objection. If no objection is received by the Registrar during the period, the Secord Gazette Notice will be published whereupon the company will be dissolved. Upon dissolution of the company, all the company’s property (including credit balance in the company’s bank account) will vest in the Government of the Hong Kong Special Administration Region as bona vacantia.

Members Voluntary Windly-up
A company can be dissolved by a members’ voluntary winding-up only if it is solvent, i.e. it can settle all of its debts in full. If a company has been put into a members’ voluntary winding-up and the liquidators are subsequently of the opinion that the company will not be able to pay its debts in full within the period stated in the declaration of solvency, they must summon a meeting of the credits and lay before the meeting a statement of the assets and liabilities of the company, i.e. the winding-up is converted into a creditors’ voluntary winding-up. Liquidator normally will be individual lawyer, lawyer firm, Accountant or Accountancy firm.

6. Consequences of no Compliance
If the Company is not in use anymore and do not filed any AR or renewal of the BR annually and at the same time do not apply for deregistration or liquidation, Hong Kong Government will treat this company as illegally carried on business in Hong Kong. There will be a accumulative fine for illegally commenced business in Hong Kong and the director will even be con-demned to imprisonment.