Annual return of a registered non-Hong Kong company: filing Form NN3

Annual Return of a Registered Non-Hong Kong Company Form NN3

A company incorporated outside Hong Kong that has registered a place of business under Part 16 of the Companies Ordinance (Cap. 622) must file an annual return each year. File it on Form NN3 with the Companies Registry.

What Is a Registered Non-Hong Kong Company?

A registered non-Hong Kong company is incorporated outside Hong Kong but has established a place of business in the city. It must register under Part 16 of the Companies Ordinance and have at least one authorised representative in Hong Kong. Registration is applied for on Form NN1, together with Form IRBR2 for business registration. Once registered, the company is subject to ongoing compliance obligations, including the annual return requirement.

Non Hong Kong Company Annual Return Form NN3

Form NN3 is the prescribed form for the annual return of a registered non-Hong Kong company. File it with the Companies Registry each calendar year. It contains the company's name and Hong Kong registration number, the address of the registered office in Hong Kong, and the address of the principal place of business in Hong Kong if different. The form must list the names and addresses of all directors and the company secretary, the name and address of the authorised representative, and the company's return date, the anniversary of its Hong Kong registration. It must also include a statement confirming the company maintains a registered office and an authorised representative. A director, the company secretary, or the authorised representative must sign the form.

Hong Kong Part 16 Annual Return

The annual return under Part 16 of the Companies Ordinance is distinct from the annual return required for a Hong Kong company under Part 6 of the same Ordinance. A Hong Kong company files Form NAR1, which covers shareholders, share capital, and allotments. A registered non-Hong Kong company files Form NN3. The NN3 does not require shareholder information because the company is not incorporated in Hong Kong. Instead, it focuses on the company's Hong Kong presence: its place of business, directors, company secretary, and authorised representative.

Registered Non Hong Kong Company Annual Filing Deadline

The annual return is due on the anniversary of the company's registration in Hong Kong. This date is the return date. Deliver Form NN3 to the Companies Registry within 42 days after the return date. If the 42nd day falls on a Saturday, Sunday, or public holiday, the deadline is the next working day. A company registered in Hong Kong on 15 March 2023 has a first return date of 15 March 2024. The Form NN3 must be filed by 26 April 2024.

Filing Fee and Late Filing Consequences

The filing fee for Form NN3 is set by the Companies Registry and is payable at the time of filing. File late, and a higher fee applies. The late filing fee increases with the length of the delay. Late filing is an offence under the Companies Ordinance. The company and every responsible person, including directors and the authorised representative, may be liable to a fine. The Companies Registry may refuse to accept the form if the delay is excessive. That can lead to the company being struck off the register.

Contrast with Hong Kong Company Annual Return Form NAR1

A Hong Kong company files Form NAR1. It includes details of shareholders and shareholdings, directors and the company secretary, the registered office address, and share capital and allotments. A registered non-Hong Kong company files Form NN3. The NN3 is simpler. The company's share structure is governed by its place of incorporation, not Hong Kong law. The form focuses on the Hong Kong presence: the place of business, directors, company secretary, and authorised representative.

Changes Requiring Separate Forms

A change in the directors or company secretary of a registered non-Hong Kong company requires Form NN6. File it with the Companies Registry within 15 days of the change. A change in the address of the registered office or principal place of business in Hong Kong requires Form NN9, also within 15 days. These forms are separate from the annual return. File them regardless of when the annual return is due.

Business Registration Certificate and Inland Revenue Department

A registered non-Hong Kong company must hold a valid business registration certificate issued by the Inland Revenue Department. The business registration is renewed annually. Pay the renewal fee to the Inland Revenue Department. The annual return to the Companies Registry is separate from the business registration renewal. Both obligations must be met each year.

Consequences of Non-Compliance

If a registered non-Hong Kong company fails to file its annual return on time, the Companies Registry may take enforcement action. This can include issuing a warning letter, imposing late filing fees, prosecuting the company and its officers, and striking the company off the register. A struck-off company loses its right to carry on business in Hong Kong. Restoration is possible but involves additional fees and procedures.

Practical Steps for Filing Form NN3

1. Confirm the return date, the anniversary of registration in Hong Kong.
2. Prepare the form with current information about directors, company secretary, authorised representative, and registered office.
3. Have the form signed by a director, company secretary, or authorised representative.
4. Submit the form to the Companies Registry within 42 days after the return date.
5. Pay the filing fee.

Submit online through the Companies Registry's e-Registry system or in paper form at the Companies Registry's counter.

Summary of Key Points

• A registered non-Hong Kong company files Form NN3 annually.
• The deadline is 42 days after the anniversary of registration.
• The form includes details of directors, company secretary, authorised representative, and place of business.
• Late filing incurs higher fees and may lead to prosecution.
• Changes in directors or address require separate forms (NN6 and NN9).
• The annual return is separate from the business registration renewal with the Inland Revenue Department.