Form NN3 Annual Return Non-Hong Kong Company Hong Kong: Deadline, Fee and Filing Guide
File Form NN3 for your registered non-Hong Kong company within 42 days of the anniversary. Learn the fee and late penalties.
NN3 at a glance
- Official title
- Annual Return of Registered Non-Hong Kong Company
- Issued by
- Companies Registry
- e-Filing
- Available
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form NN3 Annual Return Non-Hong Kong Company Hong Kong
Every registered non-Hong Kong company files Form NN3 annual return non-Hong Kong company Hong Kong with the Companies Registry each year. The form updates the public record with the company’s current particulars: director, company secretary, authorised representative. Part 16 of the Companies Ordinance (Cap. 622) imposes the obligation.
When Is the NN3 Filing Deadline Hong Kong?
The NN3 filing deadline Hong Kong is 42 days after the anniversary of registration. A non-Hong Kong company registered on 15 March 2023 must file its first annual return by 26 April 2024. That is 42 days after 15 March 2024. No extension.
The anniversary of registration is the “return date”. The form must reach the Companies Registry within 42 days of that date. A company that files late risks being struck off. The Registry may also prosecute under section 662 of Cap. 622.
Non-Hong Kong Company Annual Return Fee
The non-Hong Kong company annual return fee mirrors the NAR1 structure for local companies. File on time and the registration fee is HK$105.
Miss the 42-day deadline and the higher registration fee applies:
| Period after return date | Fee |
|---|---|
| Within 42 days | HK$105 |
| More than 42 days but within 3 months | HK$870 |
| More than 3 months but within 6 months | HK$1,740 |
| More than 6 months but within 9 months | HK$2,610 |
| More than 9 months | HK$3,480 |
The fee escalates. The Companies Registry charges the higher rate applicable when it receives the form, not when it was due. There is no prior extension and no grace period.
Hong Kong Branch Annual Return Particulars
The Hong Kong branch annual return must state the following as at the return date:
- The company’s registered name and registration number
- The address of the registered office in Hong Kong
- The name and address of each director
- The name and address of the company secretary (if any)
- The name and address of the authorised representative
- A statement of the company’s principal business activities
- The address of its principal place of business outside Hong Kong
Attach a certified true copy of the company’s latest annual accounts, unless the company is exempt under Part 16 of Cap. 622. The accounts must be in English or accompanied by a certified translation.
Difference Between NN3 and NAR1
The NN3 is the annual return for a registered non-Hong Kong company under Part 16 of Cap. 622. The NAR1 is the annual return for a local Hong Kong company under Part 6.
Key differences:
- Return date: The NN3 uses the anniversary of registration. The NAR1 uses the anniversary of incorporation.
- Particulars: The NN3 requires details of the authorised representative. The NAR1 does not.
- Accounts: The NN3 must attach a certified copy of the overseas company’s accounts. The NAR1 for a small private company often requires no accounts.
- Dormant exemption: A dormant Hong Kong local company may qualify for an exemption from filing NAR1. No equivalent exemption exists for a non-Hong Kong company on Form NN3.
Filing Options
File Form NN3 on paper or through the e-Services portal. Electronic filing is faster and the Registry processes it more quickly. The fee is the same either way.
Consequences of Late Filing
Late filing triggers the higher registration fee table above. The Registry records the default on the public register. A company that fails to file may also face prosecution. Under section 662 of Cap. 622, the company and every responsible person each commit an offence. A conviction can result in a fine and, for a continuing offence, a daily default penalty.
Miss several annual returns and the Registry may initiate proceedings to strike the company off. The company’s name is published in the Gazette, and if no cause is shown to the contrary, the registration is struck off and the company ceases to have a place of business in Hong Kong. Pay the fee due at the time of filing. A late-filing penalty notice from the Registry does not change the amount owed.
Keeping the Register Accurate
The information on Form NN3 must be correct as at the return date. If any particulars have changed since the last annual return, file the relevant change form first. Use NN6 for directors and secretaries, NN9 for the registered address. Filing the NN3 with outdated information is an offence under Cap. 622.
How to fill out Form NN3
Page one of the official form. Every field named below appears on it in the same order.
商業登記號碼 Business Registration Number
Enter the company’s Business Registration Number. This is the number shown on the Business Registration Certificate issued by the Inland Revenue Department.
1 公司名稱 Company Name
Enter the full registered name of the non-Hong Kong company as it appears on the Certificate of Registration issued under Part 16 of the Companies Ordinance (Cap. 622) or Part XI of the Predecessor Ordinance.
2 本申報表的日期 Date of this Return
Enter the date that is the most recent anniversary of the company’s registration date under Part 16 of the Companies Ordinance (Cap. 622) or Part XI of the Predecessor Ordinance. This is the “return date” for the annual return. Format: DD/MM/YYYY.
3 根據《公司條例》第16部或《前身條例》第XI部的註冊日期 Date of Registration
Enter the exact date the company was registered in Hong Kong under Part 16 of the Companies Ordinance (Cap. 622) or Part XI of the Predecessor Ordinance. This date is on the Certificate of Registration. Format: DD/MM/YYYY.
4 成立為法團所在地地方 Place of Incorporation
Enter the country or territory where the company was originally incorporated (e.g., “Cayman Islands”, “England and Wales”).
5 在香港的主要營業地點 Principal Place of Business in Hong Kong
(a) 地址 Address - Provide the full physical address of the company’s main place of business in Hong Kong. “Care of” addresses and post office box numbers are not accepted. Complete all lines: Flat/Floor/Block, Building, Street/Estate/Lot/Village, District, Region (must be “HONG KONG”). (b) 電郵地址 Email Address - Enter the company’s email address. (c) 香港聯絡電話號碼 Hong Kong Contact Telephone Number - Enter the company’s Hong Kong telephone number, including the +852 prefix.
6 在成立為法團所在地的辦事處 Offices in Place of Incorporation
(a) 註冊辦事處地址 Address of Registered Office - Enter the full address of the company’s registered office (or equivalent) in its place of incorporation. “Care of” addresses are not accepted. (b) 主要營業地點地址 Address of Principal Place of Business (if any) - If the company has a principal place of business in its place of incorporation that is different from the registered office, enter that address here. Leave blank if not applicable. (c) 電郵地址 Email Address - Enter the email address for the office in the place of incorporation.
7 在香港的獲授權代表 Authorized Representative in Hong Kong
A. 自然人 (Natural Person) - If the representative is an individual, complete this section. If there is more than one natural person representative, use Continuation Sheet A. - 姓名 Name - Enter the name in Chinese (if any) and English (Surname and Other Names). - 香港地址 Hong Kong Address - Provide a full Hong Kong physical address. - 電郵地址 Email Address - 身分識別 Identification - Provide either the partial Hong Kong Identity Card number (format: XXX(X)) or the Passport issuing country/region and partial number.
B. 非自然人 (Other Than Natural Person) - If the representative is a firm or corporation (e.g., a solicitor’s firm, a CPA firm), complete this section. If there is more than one, use Continuation Sheet A. - 性質 Nature - Tick the relevant box: “律師行或律師法團” or “會計師事務所或執業法團”. - 名稱 Name - Enter the name in Chinese and English. - 香港地址 Hong Kong Address - Provide a full Hong Kong physical address. - 電郵地址 Email Address
8 公司秘書 Company Secretary
A. 自然人 (Natural Person) - If the secretary is an individual, complete this section. If there is more than one natural person secretary, use Continuation Sheet B. - 姓名 Name - Enter the name in Chinese (if any) and English (Surname and Other Names). Also provide any previous names and aliases in Chinese and English. - 通訊地址 Correspondence Address - Provide a full address (can be outside Hong Kong). - 電郵地址 Email Address - 身分識別 Identification - Provide either the partial Hong Kong Identity Card number or the Passport issuing country/region and partial number.
B. 法人團體 (Body Corporate) - If the secretary is a body corporate, complete this section. If there is more than one, use Continuation Sheet B. - 名稱 Name - Enter the name in Chinese and English. - 地址 Address - Provide the full address of the body corporate. - 電郵地址 Email Address - 商業登記號碼 Business Registration Number - Only complete if the body corporate is registered in Hong Kong. Enter its BR number.
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