HK Companies Ordinance

  •     The Concept of Financial Year [Read]
  •     财政年度概念简述 [Read]
  •     Reporting exemption (Sch. 3 - a small private company, and an eligible private company) [Read]
  •     Reporting exemption (Sch. 3 - a group of small private companies, and group of eligible private companies) [Read]
  •     编制简易财务报表条件简述(之一) [Read]
  •     编制简易财务报告条件简述(之二) [Read]
  • ​    See the full legal texts < Reporting exemption, Division 2, Part 9 of Companies Ordinance) > [here]​


Obligations: Accounting and Financial Reporting


In respect of every financial year, the director of a company has the obligation for keeping the accounting records, the preparation of financial statements, and presenting the financial statements at the annual general meeting, and in the case that the company is exempt from holding the AGM, delivering the financial statements to every member of the company.



Legal requirements

Failure to comply  Wilful failure to comply 
S373 Company must keep accounting records. $300,000  $300,000 and 12 months' imprisonment
S377  Company must keep accounting records for 7 years after the end of financial year, to which the last entry made in the accounts relates. $300,000 $300,000 and 12 months' imprisonment 
S379 Directors must prepare financial statement for each financial year. $300,000 $300,000 and 12 months' imprisonment


Financial Statements (full set)

S387(1)(a) provides that directors need to pass resolution to approve the financial statement.

S387(1)(b) provides that the financial statement must be signed by 2 directors, or by 1 director in the case of a sole-director company.


Statement of Finanical Position

S387(2) provides that the name of person who signs the statement of financial position must be printed (stated) on the statement.



S387(3) provides that if S387(1) is breached, the company and every responsible person commit an offence, and each is liable to a fine at level 4.

S387(4) provides that if S387(2) is breached, the company and every responsible person commit an office, and each is liable to a fine at level 4.


Section  Requirement Penalty Amount
S387(1)(a) Approval by directors Prosecution and/or fine $25,000 (level 4)
S387(1)(b)  Signing by director(s) Ditto Ditto
S387(2) State name of person signing Ditto Ditto







* It is noted that S387(2) and S387(4) are new requirements under the revised Companies Ordinance. That will take effect for accounting period ending 31st March 2015.


Obligations: Presenting financial statements at the annual general meeting (AGM) or to every member


  Legal requirement Failure to comply Wilful failure to comply
S429(3)  Company must send financial statements to members 21 days before holding of AGM as per S429(1). $300,000   
S429(4) Director(s) wilfully fail to take steps to comply with S429(1). $300,000 12 months' imprisonment


Note : A company not required to holding the AGM under section 612 need not comply with section 429(1). For the circumstances under which a company is not required to hold the AGM under section 612, please see {S612}.