How to File Form NAC3 Revision of Financial Statements with the Hong Kong Companies Registry

Purpose of Form NAC3

Form NAC3 files a Statement of Revision of Financial Statements with the Hong Kong Companies Registry. Use it to correct financial statements already filed and registered. This is a formal statutory correction with legal significance for the company, its directors and its auditor.

A company may revise its financial statements under the Companies Ordinance (Cap. 622) if they contain errors or if the directors become aware of a fact that would have required a different treatment had it been known at the time of approval. File Form NAC3 with the revised financial statements to report the revision.

Hong Kong NAC3 Filing

Filing requires more than corrected accounts. Submit a properly completed and signed Form NAC3, a copy of the revised financial statements, and a statement of revision unless the revision is limited to a supplementary note.

The statement of revision must explain the nature of the correction, the date of the original financial statements and the date of revision. Deliver the form and revised statements to the Companies Registry within 15 days after the board approves the revision.

Using Form NAC3 for Hong Kong Revision of Financial Statements

First, obtain board approval. The directors must be satisfied the original financial statements were incorrect in a material respect. Prepare the revision using the same accounting standards as the original statements.

The Companies Registry does not review the revised statements for accuracy. Its role is to register the revision so the public record reflects the corrected version. Once registered, the original financial statements remain on the public register but are accompanied by the revision. Anyone searching the company's record will see both versions.

NAC3 Form Hong Kong

The form requires these particulars:

• Company number and name exactly as registered with the Companies Registry
• The date of the original financial statements being revised
• The date the revision was approved by the board of directors
• A statement that the revision is made under section 449 of the Companies Ordinance (Cap. 622)
• The signature of a director, a company secretary or an authorised representative

Accompany the form with a certified true copy of the revised financial statements. If the revision is made by way of a supplementary note only, include that note.

Role of Directors and Auditors

Directors decide if a revision is necessary. They must consider whether the error is material enough to warrant a formal correction. If the original financial statements were audited, consult the auditor. The auditor's report on the original statements will not be withdrawn, but the auditor may issue a new report on the revised statements if requested.

Where the revision relates to an error that was the auditor's responsibility, the company may need to consider if the auditor's liability is affected. The Companies Registry does not require the auditor's consent for the revision. The auditor's views remain relevant to the directors' decision.

Fee for Form NAC3

The registration fee is set out in the Companies (Fees) Regulation. Pay the fee at the time of filing. For postal delivery, the fee should be a cheque made payable to "Companies Registry". For electronic filing through the e-Services portal, the fee is debited from the user's account.

The fee is the same for paper or e-Services portal filing. Late delivery penalties do not apply to Form NAC3 because there is no statutory deadline beyond the 15-day period for delivering the revision after board approval.

Supporting Documents Required

These documents must accompany Form NAC3:

1. A certified true copy of the revised financial statements signed by a director or the company secretary
2. A statement of revision, unless the revision consists only of a supplementary note
3. Any new auditor's report the company has obtained (if applicable)
4. A copy of the board resolution approving the revision (though not required by the form itself, the Registry may request it)

The statement of revision must include a clear explanation of the error or omission being corrected. Make the explanation sufficient for a third party reading the public record to understand why the revision was necessary.

Filing Channels

File Form NAC3 through the Companies Registry's e-Services portal or on paper at the Registry's counter. Electronic filing is faster and provides an immediate acknowledgement of receipt. Paper filing requires delivery of the form and supporting documents to the Registry's office at Queensway, Hong Kong.

The e-Services portal accepts scanned copies of the signed form and supporting documents. The portal calculates the fee automatically and processes the payment. The Registry issues a receipt confirming the revision has been registered.

Effect on the Public Register

Once Form NAC3 is registered, the revised financial statements replace the original for most purposes. The original statements remain on the public record, but the revision is noted against them. Anyone conducting a company search will see both the original and the revised version, with the revision clearly marked as a correction.

The revision does not affect any legal proceedings based on the original financial statements. If a third party relied on the original statements to their detriment, the company and its directors may still face liability for the error. The revision is a correction of the public record, not a waiver of legal responsibility.