In Hong Kong, companies must meet annual filing obligations with the Companies Registry and the Inland Revenue Department. This includes submitting an Annual Return and Financial Statements to the Companies Registry, and filing Profits Tax Returns with the IRD.
Compliance with these requirements ensures adherence to Hong Kong's regulatory framework.
What is an Annual Return?
An Annual Return (AR) is a mandatory yearly filing for all registered companies in Hong Kong.
It is known as Form NAR1. This form updates essential company details like the registered office address, and the share capital structure.
The Annual Return also serves as a historical record, documenting changes in ownership, leadership, and key company details for future reference and audits.
It must be filed with the Companies Registry each year on the anniversary date of a company.
Who Needs To File an Annual Return?
All companies operating in Hong Kong are required to submit an annual return to the Companies Registry. The types of entities that need to file the Annual Return are Public Companies (i.e., listed companies), Company Limited by Guarantee (i.e., non profit and charity organizations), and Private Limited Companies.
It is the role of the Company Secretary to prepare and submit the Annual Return of a company.
For a hassle-free experience, Air Corporate offers comprehensive company secretarial services including yearly preparation and filing of the Annual Return.
Note that sole proprietorships are not required to prepare and submit an annual return.
What Information Should be Included in the Annual Return?
The information to be filed in the Annual Return Form NAR1 in Hong Kong can be categorized into the following key categories:
Company Information
- Company name and registration number: This refers to the official name of the company as registered with the Companies Registry, along with its unique registration number. It should be the same as the name mentioned on the company’s Certificate of Incorporation and Business Registration Certificate
- Registered address: The official address where the company is registered and receives official notifications from the government. It must be a physical location within Hong Kong.
- Date of incorporation: The date on which the company was officially incorporated. If the date of incorporation differs from the date when the business commenced its operations, both dates should be provided.
Shareholders Information
This category includes comprehensive information about the company’s shareholders, such as:
- Names and addresses: The names and addresses of all shareholders, whether they are individuals or corporate entities.
- Shareholding structure: This section outlines the quantity and types of shares held by each shareholder, giving a clear picture of the ownership structure.
Directors Information
- Names and addresses: The names and addresses of all directors, whether they are individuals or corporate entities. At least one director is required for any Hong Kong company.
Company Secretary Information
- Names and addresses: the details of the person or company acting as company secretary, such as name, address in Hong Kong and information contact will need to be included. It is mandatory by law to have a person or company based in Hong Kong to fill this position.
Share Capital Information
- Number and types of Shares: The total number of shares issued by the company and their classification. Typically, these are ordinary shares but in some cases, the share capital may also include preference shares or shares with specific rights. This is especially true for companies backed by professional investors.
- Share transfers: Form NAR1 may include an appendix with the details of share transfers having occurred in the past.
Some information may need adjustments based on a company’s specific circumstances. To keep the Companies Registry records accurate and up to date, it is advisable to notify your Company Secretary about any changes.
Here is a sample of Form NAR1 for reference only. An actual Annual Return includes several pages with additional information. Kindly note that the form is updated from time to time. If you intend to prepare your Annual Return on your own, make that you are using the most version.
How to File an Annual Return
Companies can submit documents to the Companies Registry by mail or in person. They can also use the Registry's Drop-in Box (excluding public holidays). In addition, registered users with e-Filing Services can file annual returns electronically.
Step 1: Filling In the NAR1 Form
For the NAR1 form, i.e., Annual Return form for Hong Kong Companies Registry, you will have to fill in the required information.
Step 2: Choose a Submission Method
Decide whether you will submit the form electronically via e-Filing or physically by mail or in person.
Electronic Submission
Registered users with e-Filing Services can file annual returns electronically.
Physical delivery
On Saturdays, companies can submit documents to the Companies Registry by mail or in person before the due dates. They can also use the Registry's Drop-in Box (excluding public holidays).
Step 3: Pay the Required Fee
Settle the annual registration fee according to your company type. For private limited companies, the current government fee in 105 HKD.
Step 4: Submit the Annual Return
The Annual Return can be filed each year from the company’s anniversary date.
Any information that is not accurate will need to be corrected, which may lead to longer processing time. It is therefore crucial to check carefully before submitting an Annual Return.
How to Use the Annual Return Filing Calculator
The Companies Registry provides an online Annual Return Filing Calculator to help you determine the deadline for filing your company's Annual Return. Here’s how to use it:
- Go to the Companies Registry website and find the Annual Return Filing Calculator.
- Enter the date of incorporation of your company.
- The calculator will display the return date and the deadline for filing the Annual Return.
Fees and Penalties
The annual registration fee you pay when submitting the annual return varies based on the type of company. In this section we only address the fees to be paid by a private limited company.
Annual Filing Fee
If a local private company submits its Annual Return from its anniversary date and not later than 42 days after, it must pay HKD105 as annual registration fee.
Penalties for Late Filing
It is essential to file the Annual Return of a company in time to ensure that it remains in good standing.
Kindly note that delay in filing will result in penalties that will increase with time.
| Time Frame | Local Private Company (HKD) |
|---|---|
| Within 42 days | 105 |
| 3 months after the return date | 870 |
| Within 6 months after the return date | 1,740 |
| Within 9 months after the return date | 2,610 |
| More than 9 months after the return date | 3,480 |
Post-Filing Actions
After submitting the Annual Return, keep a copy of the submitted form and payment receipt for your records.
Ensure that the information provided in the Annual Return is consistent with other company records and filings.
If there are any changes to the company's details after the submission, these must be reported to the Companies Registry using the appropriate form.
It is quite common for banks to ask for a copy of a company’s Annual Return when opening a bank account. Landlords may also request the same when leasing an office space, or clients when approving a first payment to a company. It is therefore important to always file an Annual Return in time.
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FAQs
Yes, companies can file their Annual Returns through the e-Registry system provided by the Hong Kong Companies Registry.
Late filing results in escalating penalties based on the delay period. Failure to file can also lead to legal consequences, including potential prosecution of company officers.
No, extensions are not granted for Annual Return filings. Companies must submit their returns within 42 days after their incorporation anniversary to avoid penalties.
