Every Hong Kong private limited company must file an Annual Return (Form NAR1) with the Companies Registry once per year. The deadline is 42 days after the company's incorporation anniversary. Missing it triggers an automatic penalty fee that escalates the longer you wait.
This guide covers what the NAR1 includes, how to file it, the fee structure, and the penalties for late submission. For the full list of annual compliance obligations beyond the NAR1, see our guide to annual requirements for a Hong Kong company.
Highlights of this article
- The Annual Return (Form NAR1) must be filed with the Companies Registry within 42 days of the incorporation anniversary each year.
- The company secretary is responsible for preparing and submitting the NAR1 on time.
- The standard government filing fee is HKD 105. Late filing escalates to HKD 870 (within 3 months) and up to HKD 3,480 (over 9 months late).
- Filing is done online via the Companies Registry e-Services Portal. No physical submission is required.
- The NAR1 is also requested by banks for account opening, by landlords, and by counterparties during due diligence.
What is an Annual Return?
An Annual Return (Form NAR1) is a mandatory yearly filing for all registered companies in Hong Kong. It updates the Companies Registry with the company's current details as of the return date: directors, company secretary, registered address, share capital, and shareholder information.
The NAR1 also creates a historical record of changes in ownership, leadership, and company structure that can be inspected by third parties. It is not the same as a Profits Tax Return, which is filed with the Inland Revenue Department and covers financial performance.
Every company's return date falls on the anniversary of its incorporation. A company incorporated on 15 March 2022 must file its NAR1 each year by 26 April (42 days after the anniversary).
Who needs to file an Annual Return?
All companies registered in Hong Kong must submit an Annual Return to the Companies Registry, including:
- Private companies limited by shares (the most common structure)
- Public companies
- Companies limited by guarantee (non-profits and charities)
Sole proprietorships are not required to file an Annual Return with the Companies Registry. Their annual obligation runs through the Inland Revenue Department only.
The company secretary is legally responsible for preparing and submitting the NAR1 on time. See our Hong Kong company secretary guide for the full scope of what a company secretary handles. For eligibility requirements and TCSP licence rules, see our company secretary requirements guide.
What information is included in the NAR1?
The NAR1 captures the company's statutory information as of the return date. It cannot be submitted with information from a different date.
| Section | What is reported |
|---|---|
| Company details | Company name, registration number, registered address, date of incorporation |
| Directors | Names, addresses, and ID details of all current directors |
| Company secretary | Name and address of the current company secretary |
| Shareholders | Names, addresses, and shareholding details of all members |
| Share capital | Total shares issued, classes of shares, par value (if any) |
| Share transfers | Appendix listing any transfers of shares since the last return |
Any information that is inaccurate must be corrected before submission. Corrections after filing require separate forms and extend processing time.
How to file the Annual Return: step by step
Step 1: Confirm the return date and deadline
Your return date is the anniversary of your company's incorporation date. Your filing deadline is 42 days after that date. Sundays and public holidays count as part of the 42 days. If the 42nd day falls on a Sunday or public holiday, the deadline extends to the next working day. If it falls on a Saturday, the deadline is unchanged (Saturday submissions are accepted by mail, in person, or via the Drop-in Box).
Use the Annual Return Filing Calculator on the Companies Registry website to confirm your exact deadline.
Step 2: Verify and update company information
Before filing, confirm that all company details recorded with the Companies Registry are current. Any changes to directors, registered address, shareholders, or share capital that have not yet been reported must be filed separately using the correct notification forms (ND2A, NR1, etc.) before or alongside the NAR1.
Step 3: Prepare the NAR1 form
The NAR1 form is completed with the company's information as of the return date. The company secretary prepares the form. Registered users with the Companies Registry e-Services Portal can prepare and submit the NAR1 electronically.
Step 4: Submit and pay the filing fee
Filing is done via the Companies Registry e-Services Portal. The standard government fee for a private limited company filing within 42 days is HKD 105.
Physical submission (by mail, in person, or via Drop-in Box) is also accepted but less common. The Companies Registry accepts documents on Saturdays before the due date.
Step 5: Post-filing actions
After the NAR1 is accepted:
- Retain the filing receipt: The Companies Registry issues an acknowledgment. Keep this for your records and provide it to banks or counterparties on request.
- Update statutory registers: If the NAR1 reflects any changes (new directors, updated registered address), confirm the statutory registers are updated to match.
- Set the next deadline: The next NAR1 is due within 42 days of the next incorporation anniversary. Your company secretary should track and calendar this date immediately.
- Provide a copy if requested: Banks, landlords, and investors routinely request the most recent Annual Return. Keep a PDF copy accessible.
Fees and penalties
Standard filing fee (private limited company)
| Filing timing | Fee (HKD) |
|---|---|
| Within 42 days of return date | 105 |
| Up to 3 months late | 870 |
| Up to 6 months late | 1,740 |
| Up to 9 months late | 2,610 |
| More than 9 months late | 3,480 |
The fee escalation is automatic. There is no grace period and no extension is available. Extensions are not granted for NAR1 filings.
Persistent non-filing can result in prosecution of company officers and, ultimately, striking the company off the register.
Why the NAR1 matters beyond compliance
Banks routinely request a copy of the Annual Return when opening a corporate account. See our guide to opening a business bank account in Hong Kong for the full document checklist. Landlords may request it when leasing office space. Overseas counterparties and investors may request it during due diligence. Filing late means you cannot provide a current NAR1 on demand, which can delay time-sensitive transactions.
Who is responsible if the NAR1 is filed late?
The company secretary is responsible for filing the NAR1 on time. If you outsource the company secretary role to a licensed TCSP, the TCSP is accountable for tracking and meeting the deadline. With Air Corporate, late Annual Returns covered under our service are our responsibility.
If you have concerns about your current secretary's track record, see our guide on how to change your company secretary in Hong Kong. For the full annual compliance calendar beyond the NAR1, see our annual requirements for a Hong Kong company guide.
Air Corporate files the Annual Return on behalf of all companies we work with as part of our company secretary service from USD 955/year. Get started
