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 and its responsible persons (including directors and the company secretary) are liable if the NAR1 is not delivered on time. In practice the company secretary prepares and files it.
- 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. Paper filing is still accepted.
- The Companies Registry's own annual return page for private companies sets out the rules. 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, including 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.
A private company that has declared itself dormant under section 5 of the Companies Ordinance (Cap. 622) is exempt from delivering an annual return, unless it declared dormancy after the 42nd day following its incorporation anniversary, in which case it must still file for that year.
Under Cap. 622 the duty to deliver the annual return sits with the company, and the company and every responsible person (including directors and the company secretary) can be prosecuted if it is not delivered. In practice the company secretary prepares and files the NAR1. 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 day that is neither a Sunday nor a public holiday. If it falls on a Saturday that is not a public holiday, the deadline is unchanged.
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 usually prepares the form. Registered users of 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.
Paper submission is also accepted: by post (the postmark date counts as the delivery date), in person at the Companies Registry, or through the Drop-in Box, which is available on Saturdays except public holidays. See the Companies Registry's annual return FAQ.
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. The Registrar has no power to extend the statutory time limit and no discretion to waive the fee.
Companies limited by guarantee pay the same fees as private companies. For a local public company, the on-time fee is HKD 140, rising to HKD 1,200 (within 3 months late), HKD 2,400 (within 6 months), HKD 3,600 (within 9 months) and HKD 4,800 (more than 9 months late).
Failing to deliver the annual return on time is also a criminal offence under section 662 of the Companies Ordinance. The company and every responsible person can be prosecuted and, if convicted, face default fines of up to HK$50,000 for each breach, plus a daily default fine of HK$1,000 for a continuing offence.
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?
Legally, the company and every responsible person of the company, including its directors and company secretary, can be prosecuted for late delivery. In practice, the company secretary prepares the NAR1 and tracks the deadline. If you outsource the company secretary role to a licensed TCSP, check what its service covers: Air Corporate's company secretary service includes NAR1 preparation and filing and automated deadline reminders.
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.
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