What are the continuing compliance requirements of a Hong Kong company? What if I fail to meet those requirements?

A Hong Kong company must hold an annual general meeting in every calendar year when, among other things, the audited accounts of the company are adopted. An annual return of the company must also be fled with the Companies Registry every year.

A Hong Kong company must also notify the Companies Registry of any special resolution passed (other than that to change the company’s name), the creation of a charge over certain assets and any change which may occur in the information contained in the documents already fled. The changes of a company which require notifcation include:

• Change of share capital
• Change of directors and/or secretary and/or their
• Personal particulars
• Allotment of shares
• Change of company name
• Alteration of the Memorandum and Articles of Association
• Resignation of auditors
• Change of registered office

If a company fails to comply with such requirements, the company and every ofcer of the company who is in default shall be liable to a fne and/or imprisonment.

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