Chapter: 32  COMPANIES ORDINANCE

Section Num: 109    Version Date 13/02/2004

General provisions as to annual returns

(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(1B) (Repealed 46 of 2000 s. 10)

(2) (Repealed 6 of 1984 s. 71)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", and for the purposes of section 107 the expression "director", shall include a shadow director.  (Amended 3 of 1997 s. 32; 28 of 2003 s. 43)

[cf. 1929 c. 23 s. 110 U.K.]