Chapter: 32  COMPANIES ORDINANCE

Schedule Num: 8  Version Date 28/02/2005

TABLE OF FEES TO BE PAID TO THE REGISTRAR OF COMPANIES

EIGHTH SCHEDULE

[sections 19, 48B, 49A, 168R, 177, 304, 318 & 360]

(Amended 28 of 2003 s. 116)

I.-BY A COMPANY HAVING A SHARE CAPITAL

(a) for registration of company  (Amended 28 of 1990 s. 2)

........................................................... $1425

And, in addition, for every $1000 or part of $1000 of the nominal share capital (subject to the amount of the fee so calculated not exceeding $30000)  (Amended 20 of 1983 s. 2; L.N. 135 of 1996)

...........................................................................

.........................................................

1

(aa) lodgment fee to be paid on delivery of the memorandum and articles under section 15  (Added L.N. 11 of 1996)

...........................................................................

.........................................

295

(b) for registration of every increase in nominal share capital made after the first registration of any company, for every $1000 or part of $1000 of such increase (subject to the amount of the fee so calculated not exceeding $30000)  (Amended 20 of 1983 s. 2; L.N. 135 of 1996)

......................

1

Provided that where a company has paid an additional fee under paragraph (c)(ii) in respect of shares allotted at a premium, no fee shall be payable under this paragraph in respect of any increase in the nominal share capital of that company where such increase is made for the purpose of capitalizing the whole or any part of that premium and is applied to that purpose.

And, in addition, in the case of a company having on the 1 June 1955 a nominal share capital in excess of $3000000, on the first such increase after the said date, for every $1000 or part of $1000 of such excess nominal share capital as remains unissued immediately before such increase

...........................................................................

....................................................

4

Provided that no additional fee shall be payable under this sub-paragraph by a company which has paid the additional fee under paragraph (ba).  (Added 81 of 1976 s. 6)

(ba) in the case of a company having on the 1st day of June, 1955 a nominal share capital in excess of $3000000, for every $1000 or part of $1000 of such excess nominal share capital as remains unissued as at the date of payment of this fee

..........................................................................

4

The fee under this paragraph shall be paid on or before the 1st day of January, 1977:

Provided that no fee shall be payable under this paragraph by a companywhich has increased its nominal share capital and paid the additional fee under paragraph (b).  (Added 4 of 1976 s. 4. Amended 81 of 1976 s. 6)

4

(c) for registration of a return of allotments-

(i) in the case of a company having on 1 June 1955 a nominal share capital in excess of $3000000, for every $1000 or part of $1000 of such excess nominal share capital allotted after the said date

...........................................................................

..........

4

Provided that no additional fee shall be payable under this subparagraph by a company which has paid the additional fee under paragraph (b) or (ba);

(ii) in the case of company which allots shares at a premium, whether for cash or otherwise, for every $1000 or part of $1000 of the aggregate amount or value of the premiums paid or payable on such shares (subject to the amount of the fee so calculated not exceeding $30000)  (Replaced L.N. 11 of 1996. Amended L.N. 135 of 1996)

...........................................................................

........................................

1

(ca) for registration of a prospectus under section 38D or 342C  (Replaced 86 of 1992 s. 19) ............. $1415

(d) for registration of any existing company, except such companies as are by this Ordinance exempted from payment of fees in respect of registration under this Ordinance, the same fee as is charged for the registration of a new company.

(e) annual registration fee (to be paid on delivery of annual return under section 107)-

for a private company having a share capital-

(i) if delivered within 42 days after the anniversary of incorporation

............................. 105

(ii) if delivered more than 42 days after but within 3 months after the anniversary of incorporation

...........................................................................

.............................

870

(iii) if delivered more than 3 months after but within 6 months after the anniversary of incorporation

...........................................................................

.............................

$1740

(iv) if delivered more than 6 months after but within 9 months after the anniversary of incorporation

...........................................................................

.............................

$2610

(v) if delivered more than 9 months after the anniversary of incorporation

..................... $3480

for any other company-

(vi) if delivered within 42 days after the annual general meeting

....................................  140

(vii) if delivered more than 42 days after but within 3 months after the annual general meeting

...........................................................................

....................................

$1200

(viii) if delivered more than 3 months after but within 6 months after the annual general meeting

...........................................................................

....................................

$2400

(ix) if delivered more than 6 months after but within 9 months after the annual general meeting

...........................................................................

....................................

$3600

(x) if delivered more than 9 months after the annual general meeting

(Replaced L.N. 11 of 1996)

...........................................................................

....................................

$4800

(f) (Repealed L.N. 11 of 1996)

II.-BY A COMPANY NOT HAVING A SHARE CAPITAL

For registration of a company whose number of members as stated in the articles does not exceed 25

...........................................................................

....................................................................

170

For registration of a company whose number of members as stated in the articles exceeds 25, but does not exceed 100

...........................................................................

.............................................

340

For registration of a company whose number of members as stated in the articles exceeds 100 but is not stated to be unlimited, a fee of $340 with an additional $20 for every additional 50 members or less after the first 100.

For registration of a company in which the number of members is stated in the articles to be unlimited

...........................................................................

....................................................................

$1025

For registration of any increase on the number of members made after the registration of the company in respect of every 50 members, or less than 50 members, of that increase .................................

20

Provided that no company shall be liable to pay on the whole a greater fee than $1025 in respect of its number of members, taking into account the fee paid on the first registration of the company.

For registration of any existing company, except such companies as are by this Ordinance exempted from payment of fees in respect of registration under this Ordinance, the same fee as is charged for registering a new company.

Annual registration fee (to be paid on delivery of annual return under section 107)  (Replaced 6 of 1984 s. 256. Amended 80 of 1997 s. 102)

...........................................................................

..............

105 (Amended L.N. 11 of 1996)

III.-BY A COMPANY TO WHICH PART XI OF THIS ORDINANCE APPLIES

(a) For the issue of a certificate of registration under section 333(3)

............................................... $1425

(aa) Lodgment fee to be paid on delivery of documents under section 333  (Added L.N. 457 of 1997)

...........................................................................

..................................................................

295

(b) For registering an annual return delivered to the Registrar under section 336(1) .........................  140

(c) For registering any other document required to be delivered to the Registrar under Part XI of this Ordinance

...........................................................................

..................................................

20

(Replaced 6 of 1984 s. 256)

IV.-BY A COMPANY REQUIRING A LICENCE, CONSENT OR APPROVAL UNDER THIS ORDINANCE

(a) for a consent under section 20(2)

...........................................................................

.................  850

(b) for a licence under section 21

...........................................................................

...................... $4475

(c) lodgment fee to be paid on delivery of  application under section 21

(Added L.N. 457 of 1997)

...........................................................................

..................................................................

$4605

(d) for a licence under section 93(2)

............................................................................................. INSERT:CONTENT:ENDnbsp; 340

(Replaced 41 of 1989 s. 5)

V.-FEES FOR INSPECTING, OBTAINING DOCUMENTS AND RECORDS KEPT BY THE REGISTRAR, ETC.

Description

Unregistered  on-line  user Registered  on-line   user     On-site    user

(a) by virtue of section 158C(2) or 333C(2) or both, for inspecting the index of directors kept by the Registrar-

(i) for each inspection of the list of directors and reserve director (if any) of a company, or of the list of directors of an oversea company $11 $11 $11

(ii) for each inspection of the particulars of a director or a reserve director (if any) of a company, or of the particulars of a director of an oversea company $11 $11 $11

(iii) for each inspection of all the directorships and reserve directorships held by a person in any companies, and all the directorships held by that person in any oversea companies $22 $22 $22

(b) by virtue of section 168R(4), for each inspection of the register of disqualification orders kept by the Registrar, per disqualified person $11 $11 $11

(c) by virtue of section 305(1)-

(i) for obtaining, by way of downloading through on-line medium, an image record of the following documents kept by the Registrar-

(A) (I) each prospectus of a company or a company incorporated outside Hong Kong $23 $21 Not   applicable

(II) the memorandum, articles, or memorandum and articles of a company $23 $21 Not applicable

(III) the charter, statutes, memorandum and articles, or any other instrument, constituting or defining the constitution of an oversea company $23 $21  Not    applicable

(IV) interim accounts prepared for a proposed distribution by a listed company and delivered under section 79H(4) $23 $21 Not    applicable

(V) balance sheet (including any documents annexed to it), auditors' report and directors' report forwarded under section 109(3) in relation to an annual return of a company $23 $21 Not    applicable

(VI) account made up by liquidator in respect of a company filed under section 239(3) $23 $21 Not    applicable

(VII) account made up by liquidator in respect of a company filed under section 248(3) $23 $21 Not    applicable

(VIII) accounts of an oversea company delivered under section 333(1)(f) $23 $21 Not    applicable

(IX) balance sheet as at the end of a financial year, profit and loss account for that year, group accounts (if any) and directors' report (if any) in respect of that year (including any documents delivered with such balance sheet, accounts and directors' report), and auditors' report (if any) on such balance sheet and accounts, of an oversea company delivered under section 336(1)(a) and (b) $23 $21 Not    applicable

(B) (I) each annual return of a company (but excluding those documents which are forwarded under section 109(3)(a) and (b)) $18 $16 Not    applicable

(II) the lists in specified form delivered under section 333(1)(b) and (c) or each return delivered under section 336(1), in respect of an oversea company $18 $16 Not

applicable

(C) (I) the register of charges in respect of a company or a company (whether a company within the meaning of this Ordinance or not) incorporated outside Hong Kong which has a place of business in Hong Kong kept under section 83(1), per charge $10 $9 Not applicable

(II) any other document $10 $9 Not applicable

(ii) for inspecting and obtaining, at the office for the registration of companies, a copy of an image record of the following documents kept by the Registrar-

(A) (I) each prospectus of a company or a company incorporated outside Hong Kong Not

applicable Not   applicable $35

(II) the memorandum, articles, or memorandum and articles of a company Not applicable Not

applicable $35

(III) the charter, statutes, memorandum and articles, or any other instrument, constituting or defining the constitution of an oversea company Not  applicable Not   applicable $35

(IV) interim accounts prepared for a proposed distribution by a listed company and delivered under section 79H(4) Not  applicable Not   applicable $35

(V) balance sheet (including any documents annexed to it), auditors' report and directors' report forwarded under section 109(3) in relation to an annual return of a company Not  applicable Not applicable $35

(VI) account made up by liquidator in respect of a company filed under section 239(3) Not  applicable Not applicable $35

(VII) account made up by liquidator in respect of a company filed under section 248(3) Not  applicable Not  applicable $35

(VIII) accounts of an oversea company delivered under section 333(1)(f) Not applicable Not   applicable $35

(IX) balance sheet as at the end of a financial year, profit and loss account for that year, group accounts (if any) and directors' report (if any) in respect of that year (including any documents delivered with such balance sheet, accounts and directors' report), and auditors' report (if any) on such balance sheet and accounts, of an oversea company delivered under section 336(1)(a) and (b) Not  applicable Not  applicable $35

(B) (I) each annual return of a company (but excluding those documents which are forwarded under section 109(3)(a) and (b)) Not  applicable Not applicable $30

(II) the lists in specified form delivered under section 333(1)(b) and (c) or each return delivered under section 336(1), in respect of an oversea company Not  applicable Not applicable $30

(C) (I) the register of charges in respect of a company or a company (whether a company within the meaning of this Ordinance or not) incorporated outside Hong Kong which has a place of business in Hong Kong kept under section 83(1), per charge Not  applicable Not   applicable $20

(II) any other document Not  applicable Not   applicable $20

(iii) for on-line inspection of, and obtaining, an image record of the following documents kept by the Registrar-

(A) (I) each prospectus of a company or a company incorporated outside Hong Kong $29 $26 Not    applicable

(II) the memorandum, articles, or memorandum and articles of a company $29 $26 Not    applicable

(III) the charter, statutes, memorandum and articles, or any other instrument, constituting or defining the constitution of an oversea company $29 $26  Not    applicable

(IV) interim accounts prepared for a proposed distribution by a listed company and delivered under section 79H(4) $29 $26 Not  applicable

(V) balance sheet (including any documents annexed to it), auditors' report and directors' report forwarded under section 109(3) in relation to an annual return of a company $29 $26 Not    applicable

(VI) account made up by liquidator in respect of a company filed under section 239(3) $29 $26 Not  applicable

(VII) account made up by liquidator in respect of a company filed under section 248(3) $29 $26 Not    applicable

(VIII) accounts of an oversea company delivered under section 333(1)(f) $29 $26 Not   applicable

(IX) balance sheet as at the end of a financial year, profit and loss account for that year, group accounts (if any) and directors' report (if any) in respect of that year (including any documents delivered with such balance sheet, accounts and directors' report), and auditors' report (if any) on such balance sheet and accounts, of an oversea company delivered under section 336(1)(a) and (b) $29 $26 Not    applicable

(B) (I) each annual return of a company (but excluding those documents which are forwarded under section 109(3)(a) and (b)) $23 $21 Not    applicable

(II) the lists in specified form delivered under section 333(1)(b) and (c) or each return delivered under section 336(1), in respect of an oversea company $23 $21 Not  applicable

(C) (I) the register of charges in respect of a company or a company (whether a company within the meaning of this Ordinance or not) incorporated outside Hong Kong which has a place of business in Hong Kong kept under section 83(1), per charge $13 $12 Not    applicable

(II) any other document $13 $12 Not    applicable

(iv) where an image record of any document kept by the Registrar pursuant to any provision of this Ordinance is not available, for each inspection at the office for the registration of companies of the document or the relevant record kept by the Registrar Not applicable Not applicable $20

(v) for obtaining a copy of any record containing the current particulars of a company or an oversea company, per company $22 $22 $22

(d) initial fee payable by a registered on-line user for the purpose of inspecting and obtaining documents and records specified in paragraphs (a), (b), and (c)(i), (iii) and (v), per year (in addition to the fees payable under the said paragraphs)-

(i) for a principal account Not  applicable $500 Not applicable(ii) or each subsequent account Not  applicable $100 Not  applicableNote: For the purpose of this Part-

"on-site user" means a person inspecting or obtaining documents and records specified in paragraphs (a), (b), and (c)(ii), (iv) and (v) at the office for the registration of companies;

"principal account" means the first account which a registered on-line user registers with the Registrar under a registration arrangement;

"registered on-line user" means a person who has entered into a registration arrangement with the Registrar;

"registration arrangement" means an arrangement whereby a person may register one or more accounts with the Registrar through which that person may use an on-line medium, at fees which are the same as or lesser than those payable by an unregistered on-line user, for inspecting and obtaining documents and records specified in paragraphs (a), (b), and (c)(i), (iii) and (v);

"subsequent account" means any account, other than the principal account, which a registered on-line user registers with the Registrar under a registration arrangement;

"unregistered on-line user" means a person, not in the capacity of a registered on-line user, using an on-line medium for inspecting or obtaining documents and records specified in paragraphs (a), (b), and (c)(i), (iii) and (v).

(Replaced L.N. 78 of 2004)

VI.-MISCELLANEOUS FEES

(a) lodgment fee for a notification of change of name under section 22(1A)

..................................... $ 240

(b) for issuing a certificate of change of name under section 22(7)

................................................. $ 55

(c) for registering-

(i) under Part III of this Ordinance any charge required to be registered thereunder whether created by a company or existing on property acquired by a company ................................

$ 340

(ii) particulars of a series of debentures under Part III of this Ordinance ................................. $ 340

(iii) a memorandum under section 85(1) or (2)

........................................................................ $ 190

(iv) a notice of appointment of a receiver or manager, or of a mortgagee's entering into possession, under section 87(3)

...........................................................................

.............

40

(d) for endorsing the words "satisfaction entered" or the expression in Chinese "" upon an instrument of charge under section 85(6)

...........................................................................

......

40

(e) for an authorization under section 111(1)

...........................................................................

....... $ 850

(f) application fee for deregistration of a private company under section 291AA .............................. $ 420

(g) for processing an application requesting the Registrar to represent a

defunct company or its liquidator under section 291B

...........................................................................

.......................

$1740

(h) for the completion of or giving effect to any dealing, transaction or matter relating to a defunct company, by any act done or caused to be done by the Registrar under section 291B .................

$1240

(i) for issuing under section 305(1)-

(i) a certificate of incorporation or a certificate of change of name

......................................... $ 170

(ii) a copy of or an extract from the relevant record or document referred to in paragraph (c)(iv) of Part V, or an extract from any other document,

per page ..............................................

5

(j) for certifying under section 305(3A) a copy of or an extract from a document, or a copy of information contained in a record, per copy or extract (as the case may be) ...............................

$ 130

(Added L.N. 78 of 2004)

(Eighth Schedule amended L.N. 231 of 1993; L.N. 371 of 1994; L.N. 11 of 1996; L.N. 457 of 1997; L.N. 149 of 1998)

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