File an annual return

As a limited liability company, a company must file an Annual Return with the Companies Office each year to maintain its registration. If an Annual Return is not filed by the due date, the company risks being removed from the Register.

Information required to complete the annual return

Filing an annual return is also an opportunity to confirm and update information held on the Register about the company.

All companies are required to file an Annual Return in each calendar year. However, a company is not required to file an Annual Return in the calendar year of its incorporation.

Filing an annual return is easy. Some of the details you will be required to provide are:

• Company address details

• Location of the share register if divided

• Location of records if not held at the registered office

• Company director details

• Share parcel details

• Shareholder details including any transfers

• Update auditor details (if applicable) or details of resolution not to appoint an auditor

How to file

To file your annual return:

• Complete the details on the required annual return form.
  

• Send the signed and completed form along with the fee of TOP$75 (please add 15% consumption tax) to the Companies Office. 

Documents can be delivered by hand during normal business hours or through the post to the following address:

Registrar of Companies
Ministry of Labour, Commerce and Industries
PO Box 110
Salote Road
Nuku’alofa
Tonga

Is my company required to file an annual return?

Under section 223 of the Companies Act 1995 (the Act), all companies incorporated under the Act must file an Annual Return in the prescribed form.

The directors are responsible for the preparation and delivery of the Annual Return to the Registrar of Companies.

A company is required to file an Annual Return in the calendar year following its incorporation and every year thereafter. For example a company incorporated between 1 January – 31 December 2009 must file an Annual Return in 2010 and every year thereafter.

Note | A company that re-registers may elect to simultaneously file its annual return for the calendar year in which the re-registration is filed. Simply submit the annual return form along with the re-registration form and pay the annual return fee.