Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 109

General provisions as to annual returns

(Past version on 01/07/2000).
(Past version on 30/06/1997).

(1) Except where the company is a private company having a share capital, the
annual return shall be completed within 42 days after the annual general
meeting for the year, whether or not that meeting is the first or only
ordinary general meeting, or the first or only general meeting, of the company
in the year, and the company shall forthwith forward to the Registrar a copy
of the return signed by a director or the secretary of the company. (Replaced
75 of 1993 s. 5. Amended 46 of 2000 s. 10)

(1A) In the case of a private company having a share capital, the
annual return shall be completed within 42 days after the most recent
anniversary of the date of incorporation of the company and the company shall
forthwith forward to the Registrar a copy of the return signed by a director
or the secretary of the company. (Added 75 of 1993 s. 5. Amended 46 of 2000 s.
10)

(1B) (Repealed 46 of 2000 s. 10)

(2) (Repealed 6 of 1984 s. 71)

(3) Except where the company is a private company, the annual  return shall
include-

   (a)  a copy, certified by a director or the manager or the secretary of the
        company to be a true copy, of every balance sheet laid before the
        company in general meeting during the period to which the return
        relates

(including every document required by law to be annexed to the balance sheet);
and

   (b)  a copy, certified as aforesaid, of the report of the auditors on, and
        of the report of the directors accompanying, each such balance sheet;
        and where any such balance sheet, document or report is not in the
        English or Chinese language, there shall be annexed to that balance
        sheet a translation in English or Chinese of the balance sheet,
        document or report, certified in the prescribed manner to be a correct
        translation. (Replaced 80 of 1974 s. 11. Amended 83 of 1995 s. 13)

(3A) If any such balance sheet as aforesaid or document required by law to be
annexed thereto did not comply with the requirements of the law as in force at
the date of the audit with respect to the form of balance sheets or documents
aforesaid, as the case may be, there shall be made such additions to and
corrections in the copy as would have been required to be made in the balance
sheet or document in order to make it comply with the said requirements, and
the fact that the copy has been so amended shall be stated thereon. (Added 80
of 1974 s. 11)

(4) If a company fails to comply with this section or section 107, the company
and every officer of the company who is in default shall be liable to a fine
and, for continued default, to a daily default fine. (Amended 7 of 1990 s. 2;
3 of 1997 s. 32)

(5) For the purposes of subsection (4), the expression "officer" (高級
人員), and for the purposes of section 107 the expression "director"
(董事), shall include a shadow director. (Amended 3 of 1997 s. 32; 28 of
2003 s. 43) [cf. 1929 c. 23 s. 110 U.K.]

"officer" (高級人員)

"director" (董事)