For Hong Kong private limited company, submission of Annual Return (NAR1) is the key filing document to complete the renewal process, stating all the particulars of the Company as at the latest anniversary date.
IMPORTANT to have accurate and up-to-date information
NAR1 is a public record available for search, it would be used by the banks, lawyers, and other government authorities for certified proof, review, verification and supporting documents for certain applications. Outdated information resulting incorrect filing would be delaying these applications as time spent on rectifying the data.
Also, in view of increasing due diligence requirements in past years, Significant Controllers Register (SCR) is another key document that the Company is required to maintain with accurate and most up-to-date information.
Therefore, what kind of information that you need to check and inform us?
What you need to inform us?
Annual Return (NAR1)
Particulars of the Directors and Shareholders
Name (in case the name is different with the passport name)
Passport number / ID Card with updated expiry date
Residential address / office address
Any actual change of shareholding / directorship without reporting properly during the year;
Registered office address (in case you are using your own office address, and whether the location of the company kit, books and records is the same as registered office address)
Significant Controllers Register (SCR)
Any change of ultimate beneficial owner or change of shareholding % on the corporate shareholder structure (we’ll need to review and see if update of SCR is required)
Any designated representative change (in case client will assign their own designated representative)
Change of particular of any existing registrable person / entity
What is the consequence if we failed to maintain up-to-date records?
Since the launch of mandatory requirement on keeping and maintaining the Significant Controllers Register, the Companies Registry of Hong Kong has arranged on-site inspection from time to time as part of the enforcement action and initiative to ensure all companies comply with the new changes on records keeping arrangement.
As there will be no notice / announcement in advance, we have no idea which companies the government office will choose to inspection and once detected of non-compliance, prosecution will be made without given any second chance. Below are some prosecution cases public announced as a warning sign:
Thereafter, court summons with penalty and public announcement will be imposed to the Company causing permanent record under the blacklist of Companies Registry which certainly affecting the business operation and reputation of the Company.
CatcherBiz to Assist
For companies under CatcherBiz administration and acting as company secretary and designated representative, we shall update the relevant statutory records of the company and report to the government authority as part of our annual renewal service without additional charge. However, if amendment of records for reporting the correct particulars, due to additional explanation and proof to provide for supporting the case, we are required to charge handling fee for the rectification job.
Any additional information you would like to know, please feel free to drop us an email:-firstname.lastname@example.org. In addition, we dig out below materials in case you need a little more insights.
Statistics on total fines imposed by Companies Registry (Not all summoned cases will be publicly announced under the website of Companies Registry)
A prosecution case with specific message from Companies Registry
"The ruling helps disseminate a strong message to all companies and their officers that they have the responsibility to ensure that the information given to the Registrar must not be false or misleading. Any provision of false or misleading information to the CR may attract a fine of $300,000 and imprisonment for up to two years," a spokesman for the CR said.
Highlights of Prosecution Cases