Form NN15 Statement of Revision of Accounts Hong Kong

Filing a Form NN15 Statement of Revision of Accounts Hong Kong

A registered non-Hong Kong company that discovers errors in its previously filed financial statements must correct the public record. It does this by filing a Form NN15 statement of revision of accounts Hong Kong. The Companies Registry uses this form to record the voluntary revision of financial statements that were part of an annual return or another filing under Part 16 of the Companies Ordinance (Cap. 622).

A revision is necessary when the original accounts were misleading, failed to comply with applicable accounting standards, or omitted material information. This process allows the company to replace the defective accounts with corrected versions, and Form NN15 is the statutory mechanism to notify the Registry of that change.

What Is a Statement of Revision of Accounts NN15?

Form NN15 is the prescribed form for a registered non-Hong Kong company to file a statement of revision of its accounts. The form accompanies the revised financial statements and confirms the directors have authorised the revision. The Registry updates its public record to reflect the corrected accounts, and anyone searching the company's file will see the revised version.

A director or the authorised representative of the registered non-Hong Kong company must sign the form. It identifies the original accounts being revised, states the date of the revision, and certifies that the revised accounts comply with Part 16 of Cap. 622.

When a Non-Hong Kong Company Accounts Revision Form NN15 Is Required

A registered non-Hong Kong company must file Form NN15 whenever it revises financial statements already delivered to the Companies Registry. Common situations include arithmetical errors or incorrect classification of items in the original accounts, a failure to comply with the accounting standards applicable in the company's place of incorporation, misstatements revealed by a subsequent audit that were not material enough to require a prior revision, or an error identified after the annual return filing deadline has passed.

The duty to file a statement of revision arises regardless of whether the error was intentional. The company must act promptly once the error is discovered.

Companies Registry Statement of Revision Procedure

Filing Form NN15 follows a precise process. First, prepare the revised accounts as if the error had never occurred. They must include a note explaining the nature of the revision and its effect on the original accounts. Next, obtain director approval. The board must formally resolve to approve the revision and authorise the filing; the form must be signed by a director or the authorised representative.

Then complete Form NN15. The form requires the company's Hong Kong registration number, its registered name, the date of the original accounts being revised, the date of the revision, a statement that the revised accounts are prepared in accordance with applicable accounting standards, and the signature of the director or authorised representative.

Attach a certified true copy of the revised financial statements. Finally, file the completed form and revised accounts with the Companies Registry, either in paper format to the Registry's office or through the e-Services portal. The Registry will update the company's public record. There is no statutory filing fee for Form NN15, but the company should confirm with the Registry whether any charge applies.

File Revised Accounts Hong Kong: Key Points

When you file revised accounts Hong Kong, the replacement financial statements supersede the original filing. The Companies Registry does not remove the original accounts from the public record; it notes that a revision has been made and makes the revised accounts available for inspection.

The company must also consider its tax position. If the revised accounts change the profit or loss reported to the Inland Revenue Department, the company should file an amended profits tax return using BIR51 with a covering letter explaining the revision. The IRD may reassess the company's tax liability based on the corrected figures.

How the Filing Process Works

The method of delivery depends on whether the company files by paper or through the Companies Registry e-Services portal.

For paper filing, deliver the completed Form NN15 and the certified true copy of the revised accounts to the Registry's office at Queensway Government Offices, 66 Queensway, Hong Kong. Keep a copy for the company's records. For electronic filing, upload the form and the revised accounts as PDF attachments through the e-Services portal. The system will confirm receipt. Electronic filing is generally faster and reduces the risk of lost documents.

The Registry does not impose a statutory deadline for filing a statement of revision, but the company should file promptly after the directors approve the revision. Delay increases the risk that third parties rely on the inaccurate original accounts.

What Supporting Documents Are Needed

A certified true copy of the revised financial statements must accompany Form NN15. A director or the company secretary must certify the copy as a true copy of the original. If the company has an auditor, the auditor should be consulted about the revision, although the auditor's consent is not required for the filing.

The revised accounts should include a note that identifies the revision, states the date of the revision, and explains the nature and effect of the correction. This note is part of the public record.

Interaction with the Annual Return

Form NN15 is separate from the annual return. The annual return (Form NN3 for a registered non-Hong Kong company) is filed separately and reports the company's particulars as at the return date. A revision of accounts does not change the annual return filing requirement, and the annual return remains due within 42 days after the return date.

If the revision occurs after the annual return has been filed, the company files Form NN15 on its own. If the revision is identified before the annual return is due, the company should include the corrected accounts with the annual return and does not need a separate statement of revision.

Practical Considerations

Directors must ensure the revised accounts comply with the accounting standards applicable in the company's place of incorporation. The Companies Registry does not verify the accuracy of the revised accounts, but the directors remain liable for the correctness of the filing.

If the revision involves a significant change in reported profit or loss, the company should inform its auditor. The auditor may need to issue a new audit opinion or a report on the revised accounts. The Companies Registry does not require an audit report to accompany Form NN15, but the company's internal governance may require one.

A company that files Form NN15 should also update its internal records and notify any stakeholders who may rely on the original accounts, such as lenders or shareholders. The public record will show the revision, but proactive communication avoids confusion.