Declaration of Compliance (Hong Kong)

A Declaration of Compliance in Hong Kong records the information the relevant body requires to process the matter.

The Companies Ordinance (Cap. 622), which replaced the old Companies Ordinance (Cap. 32) for new incorporations from 3 March 2014, requires a statement of compliance under Section 67 as part of every company incorporation application to the Companies Registry. The statement confirms that the requirements of Cap. 622 relating to incorporation — including the preparation of the articles of association, the appointment of the first directors and company secretary, and the identification of the registered office address — have all been met. The Companies Registry, a government body under the Financial Services and the Treasury Bureau, will not issue a Certificate of Incorporation without a valid statement of compliance.

Beyond company incorporation, Declarations of Compliance are required in many other Hong Kong regulatory contexts. The Securities and Futures Commission (SFC) requires compliance certifications from licensed corporations under the Securities and Futures Ordinance (Cap. 571). The Building Authority requires declarations from authorised persons (registered architects, engineers, and surveyors) confirming compliance with the Buildings Ordinance (Cap. 123). The Food and Environmental Hygiene Department requires compliance declarations in connection with food business licence applications. Each regulatory regime specifies its own form and procedural requirements.

A Declaration of Compliance differs from a Declaration of Solvency (which is specific to members' voluntary winding up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)) and from a general Statutory Declaration (which is a broader form of sworn statement not tied to a specific regulatory requirement). The compliance declaration is always contextually specific — it confirms compliance with a defined set of requirements in a particular regulatory or corporate context.

Making a false Declaration of Compliance is a criminal offence under the relevant ordinance (such as Section 67(3) of Cap. 622 or Section 36 of Cap. 11) and may also give rise to liability under the Crimes Ordinance (Cap. 200). The Companies Registry, the SFC, and other Hong Kong regulatory bodies investigate and prosecute false compliance declarations, and enforcement outcomes are published in the Hong Kong Government Gazette.

Declarations of Compliance in Hong Kong are also used under the Personal Data (Privacy) Ordinance (Cap. 486). The Office of the Privacy Commissioner for Personal Data (PCPD) may require an organisation subject to an enforcement notice under Cap. 486 to execute and file a Declaration of Compliance confirming that the required remedial measures have been implemented. Regulated financial institutions under HKMA supervision may also be required to confirm compliance with the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) through periodic compliance declarations filed with the HKMA. The Companies Registry and the SFC both publish enforcement outcomes — including cases involving false compliance declarations — in the Hong Kong Government Gazette.

A Declaration of Compliance in Hong Kong is needed in specific regulatory and corporate situations where a statute or regulatory requirement mandates a formal written confirmation that prescribed legal requirements have been met.

Company Incorporation: Every new company incorporated in Hong Kong under the Companies Ordinance (Cap. 622) requires a statement of compliance under Section 67 to be submitted to the Companies Registry with the incorporation documents (Form NNC1 for companies limited by shares). The statement is made by a solicitor engaged in the formation, or by a proposed director or company secretary named in the incorporation documents.

Capital Reductions and Structural Changes: Companies undertaking capital reductions by special resolution under Section 215 of Cap. 622 must file compliance documents with the Companies Registry confirming procedural requirements have been met. Directors must sign solvency statements and related declarations as part of the statutory process.

Licensing Applications: Applicants for business licences from the Food and Environmental Hygiene Department, the Liquor Licensing Board, the Building Authority, and other regulatory bodies in Hong Kong are frequently required to declare compliance with applicable laws and regulations as part of their licence application. The specific form of declaration is prescribed by the licensing body.

SFC-Regulated Activities: Licensed corporations under the Securities and Futures Ordinance (Cap. 571) make annual compliance declarations to the SFC confirming adherence to the Code of Conduct, the Anti-Money Laundering requirements under Cap. 615, and other regulatory standards. Responsible Officers (ROs) designated under Cap. 571 are personally responsible for confirming compliance.

Property Development and Construction: Authorised persons (APs) submitting building plans to the Building Authority under the Buildings Ordinance (Cap. 123) make declarations of compliance with statutory requirements at various stages of the construction process — plan approval, commencement of superstructure, and application for occupation permit.

Post-Dispute Resolution Compliance: Following resolution of a regulatory investigation or disciplinary proceeding by the SFC, the HKMA, or another body, a regulated entity may be required to execute and file a Declaration of Compliance confirming that remedial actions identified in the investigation outcome have been completed.

A Declaration of Compliance is also required when a Hong Kong company applies for deregistration under Section 750 of the Companies Ordinance (Cap. 622). The directors must confirm that the company has ceased to carry on business, has no outstanding liabilities, and has no pending legal proceedings. The Inland Revenue Department must also issue a tax clearance letter — a form of compliance confirmation — before the Companies Registry will process the deregistration application. The Companies Registry publishes a notice of the intended deregistration in the Hong Kong Government Gazette and allows a specified objection period before the company is struck off.

A Declaration of Compliance in Hong Kong should contain the following elements to be valid under the applicable ordinance and accepted by the relevant regulatory body or government authority.

Declarant Identification: The full legal name, HKID number or passport number (for individuals) or company name and registration number (for companies), and address of the person making the declaration. For company law declarations under the Companies Ordinance (Cap. 622), the declarant's role — solicitor, director, or company secretary — must be stated. For declarations by solicitors, the Law Society of Hong Kong practising certificate number is required.

Regulatory Context and Legal Basis: A clear statement of the specific regulatory requirement being satisfied — for example, 'This statement of compliance is made pursuant to Section 67 of the Companies Ordinance (Cap. 622) in connection with the incorporation of [Company Name].' Identifying the specific statutory basis confirms the declaration is directed at the correct regulatory requirement.

Subject Matter of Compliance: A precise description of what the declarant is declaring compliance with — the specific requirements of the relevant ordinance, the applicable regulations, and any prescribed conditions. For company incorporation, this includes confirmation that the articles of association have been prepared, the directors and company secretary have been appointed, and the registered office in Hong Kong has been identified.

Date and Place: The date on which the declaration is made and the place (city, district) in Hong Kong where it is executed. For statutory declarations under Cap. 11, the date must be the date of execution in the presence of the authorised witness.

Witness Attestation (where required): Where the declaration is a statutory declaration under the Oaths and Declarations Ordinance (Cap. 11), the attestation clause must include the witness's name, capacity (Commissioner for Oaths, solicitor, or notary public), practising certificate number (for solicitors), address, signature, and stamp. The witness confirms that the declaration was made in their presence.

Signature: The declarant's signature in full, matching their HKID or passport name. For company declarations, the company seal (if applicable) and the authorised signatories' signatures under Cap. 622 formalities. Forms-legal.com provides a free Declaration of Compliance template for Hong Kong, downloadable as PDF or Word, covering the standard corporate and regulatory contexts.

Retention and Filing Requirements: Once executed, a Declaration of Compliance should be retained by the declaring party as evidence that the regulatory requirement was met. For company incorporation declarations under Section 67 of Cap. 622, the Companies Registry retains the statement as part of the company public file accessible to any person conducting a company search. For statutory declarations under Cap. 11, the original signed and witnessed declaration should be retained for at least 7 years, consistent with the record-keeping period under the Inland Revenue Ordinance (Cap. 112). Where the declaration is filed with a regulatory body, a certified copy should be retained. Forms-legal.com provides a free Declaration of Compliance template for Hong Kong, downloadable as PDF or Word, covering company incorporation and standard regulatory contexts under Cap. 622 and Cap. 11.

A Declaration of Compliance filed under the Securities and Futures Ordinance (Cap. 571) by a licensed corporation must be signed by a Responsible Officer designated under Cap. 571, who bears personal regulatory responsibility for the accuracy of the declaration before the Securities and Futures Commission. False or misleading declarations may result in licence revocation and prosecution under Cap. 571 and the Crimes Ordinance (Cap. 200).

The Declaration of Compliance for Hong Kong must be prepared, signed, and filed with the relevant authority -- most commonly the Companies Registry, the Securities and Futures Commission, or the Building Authority -- in the form required by the applicable ordinance.

1. Identify the prescribed form. For company incorporation under Section 67 of the Companies Ordinance (Cap. 622), the declaration is a signed statement of compliance on Form NNC1. For SFC certifications under the Securities and Futures Ordinance (Cap. 571), the SFC portal specifies the form. For Buildings Ordinance (Cap. 123) submissions, the authorised person uses the prescribed Buildings Department form.

2. Confirm who must sign. For company incorporation, the statement is made by a solicitor with a current Law Society practising certificate, or by a named proposed director or company secretary on Form NNC1. For SFC filings under Cap. 571, the designated Responsible Officer signs. For statutory declarations under the Oaths and Declarations Ordinance (Cap. 11), the declarant must sign in person before a Commissioner for Oaths, a solicitor, or a notary public.

3. Complete the declarant identification section. State the declarant's full legal name, HKID or passport number, and Hong Kong address. For company declarations, state the company name and company registration number. Solicitors under Cap. 622 must include their Law Society practising certificate number.

4. State the regulatory context and statutory basis. Identify the specific requirement being satisfied. For company incorporation, confirm: preparation of the articles of association, appointment of the first directors and company secretary, and identification of the registered office in Hong Kong. Include the date compliance was confirmed.

5. Record the date and place of execution. State the calendar date and district in Hong Kong where the declaration is signed. For statutory declarations under Cap. 11, the date must be the actual execution date in the physical presence of the authorised witness -- backdating is an offence.

6. Execute before an authorised witness where required. For statutory declarations under Cap. 11, sign before the Commissioner for Oaths, solicitor, or notary public. The witness completes the attestation clause with their name, capacity, practising certificate number, address, signature, and stamp. Remote witnessing does not satisfy Cap. 11.

7. File with the correct authority and retain all records. Submit Form NNC1 with the statement to the Companies Registry via the e-Registry portal or at Queensway Government Offices, 66 Queensway, Hong Kong. For SFC declarations, use the SFC eFiling portal. For Buildings Department declarations, file with the Building Authority. Pay any applicable fee. Retain originals and certified copies for at least seven years under the Inland Revenue Ordinance (Cap. 112). A false Declaration of Compliance is an offence under Section 67(3) of Cap. 622, Section 36 of Cap. 11, and the Crimes Ordinance (Cap. 200).