Annual Return Filing with the Hong Kong Companies Registry (NAR1)
In brief
•Every company incorporated in Hong Kong must file an annual return (Form NAR1) with the Companies Registry within 42 days of its incorporation anniversary. This guide explains the filing requirements, deadlines, fees, and consequences of non-compliance under the Companies Ordinance (Cap. 622).
Annual Return Filing with the Companies Registry
The annual return is a statutory requirement under the Companies Ordinance (Cap. 622), Sections 662 to 665. Every local company registered in Hong Kong — whether private, public, or limited by guarantee — must file Form NAR1 with the Companies Registry each year. The annual return serves as a snapshot of the company's key corporate details at a given point in time, including its registered office, directors, company secretary, shareholders, and share capital. Filing the NAR1 is not merely an administrative formality; failure to comply carries criminal penalties, escalating late fees, and can ultimately result in the company being struck off the Companies Register.
What Is the Annual Return (NAR1)?
Who Must File and When
Who Must File
All local companies registered under Cap. 622 must file — private companies, public companies, and companies limited by guarantee. The only exception is dormant private companies that have been declared dormant under section 5 and are exempt under section 663 of the Ordinance. Even dormant companies must file a return for the year in which dormancy begins and the year it ends.
Filing Deadline for Private Companies
Private companies must file within 42 days after the anniversary of the date of incorporation. This deadline is absolute — the Companies Registry has no power to grant extensions.
Calculating the 42-Day Period
Sundays and public holidays are included when counting the 42-day period. However, if the 42nd day falls on a Sunday or public holiday, the deadline is extended to the next working day. If the deadline falls on a Saturday, there is no extension to Monday.
Public Companies
Public companies must file within 42 days after their return date, which is 6 months after the end of the accounting reference period. They must attach certified true copies of the financial statements, directors' report, and auditor's report.
Companies Limited by Guarantee
Companies limited by guarantee have a return date of 9 months after their accounting reference period and must similarly attach financial statements.
What Information Goes on the NAR1
Form NAR1 requires comprehensive company information as of the return date:
•Company name (English and/or Chinese) and registration number
•Registered office address — must be a physical Hong Kong address. PO boxes and "care of" addresses are not acceptable.
•Director details — for individuals: full name, residential address, and identification. For corporate directors: company name, registration number, and registered address.
•Company secretary details — same distinction between natural persons and corporate entities. If the secretary is a TCSP licensee, this must be declared; if not required to hold a licence, the reason must be stated.
•Particulars of all members (shareholders) and their shareholdings — this section must be completed in full even if there have been no changes since the last return.
•Issued and paid-up share capital details.
•Business nature code and description (optional if not applicable).
•Email address and Hong Kong contact telephone number (optional).
•Reserve director details, if applicable for sole-director companies.
How to File the Annual Return
There are several ways to deliver the annual return to the Companies Registry:
E-Filing (Online)
E-filing via the Companies Registry e-Services Portal — available 24 hours a day. Registered users can complete, sign, and pay for the return online using credit card or PPS. This is the most convenient and recommended method.
In Person
In person at the Companies Registry counter, 14/F Queensway Government Offices, 66 Queensway, Hong Kong.
By Post
By post — send the completed form with a crossed cheque payable to "Companies Registry." Note that if the form is sent by post, it is only treated as delivered if the Registry actually receives it within the prescribed time. The postmark date alone is not conclusive.
Drop-in Box
Drop-in box at Queensway Government Offices, available on Saturdays.
Filing Fees
The standard filing fee for a private company or guarantee company is HK$105 when the return is delivered within the 42-day period. Public companies pay HK$140. Late filings attract significantly higher fees on an escalating scale, and the Registrar has no discretion to waive these fees.
Penalties and Consequences of Non-Compliance
Failure to file the annual return on time carries serious consequences beyond the escalating late fees.
Late Filing Fee Schedule
| Timing | Fee |
|---|---|
| Within 42 days (on time) | HK$105 |
| 42 days to 3 months late | HK$870 |
| 3 to 6 months late | HK$1,740 |
| 6 to 9 months late | HK$2,610 |
| Over 9 months late | HK$3,480 |
Criminal Prosecution
Criminal prosecution — both the company and every responsible person (directors and company secretary) are liable. The maximum fine is HK$50,000 per breach, with a daily default fine of HK$1,000 for a continuing offence.
Strike-Off from the Companies Register
Strike-off — the Registrar may initiate proceedings to strike the company off the Companies Register under Sections 744 to 746 of the Companies Ordinance. A struck-off company is dissolved and ceases to exist as a legal entity.
Loss of Certificate of Good Standing
Loss of good standing — a company with outstanding annual returns will be unable to obtain a Certificate of Good Standing, which is commonly required for banking, loan applications, government tenders, and dealings with overseas regulators.
Restoration after strike-off is possible under Sections 760–761 through an administrative application, but involves additional costs and procedural requirements.
Conclusion
Filing the annual return is one of the most fundamental compliance obligations for any Hong Kong company. The process itself is straightforward — complete Form NAR1 with your company's current particulars and deliver it within 42 days of your incorporation anniversary. However, the consequences of missing the deadline are significant: escalating fees that cannot be waived, criminal liability for directors and company secretaries, and the risk of being struck off the Companies Register. Companies should consider using the e-Services Portal for convenient online filing and the e-Reminder service to ensure deadlines are never missed.
Frequently Asked Questions
The Annual Return (NAR1) is filed with the Companies Registry under the Companies Ordinance (Cap. 622) and reports your company's corporate particulars. Business Registration is a separate obligation under the Business Registration Ordinance (Cap. 310), administered by the Inland Revenue Department. Paying your business registration levy does not satisfy the annual return requirement, and vice versa. Companies must comply with both independently.
No. The 42-day deadline is prescribed by statute and the Companies Registry has no discretion to grant extensions. If the 42nd day falls on a Sunday or public holiday, it is automatically extended to the next working day, but no other extensions are available. Saturday deadlines are not extended.
Late filing triggers escalating registration fees — from HK$870 (up to 3 months late) to HK$3,480 (over 9 months late). These fees cannot be waived. Additionally, the company and every responsible person (directors and company secretary) are liable to criminal prosecution, with fines up to HK$50,000 and daily default fines of HK$1,000.
Dormant private companies that have been declared dormant under section 5 and are exempt under section 663 of the Companies Ordinance are exempt from filing annual returns. However, a return must still be filed for the year in which dormancy begins and the year it ends.
Yes. The Companies Registry operates an e-Services Portal where registered users can complete, sign, and submit Form NAR1 electronically 24 hours a day. Payment can be made by credit card or PPS. The Registry also offers an Annual Return e-Reminder service to help track filing deadlines.
This material has been prepared for general informational purposes only and is not intended to be relied upon as professional advice. Please consult a qualified professional for advice specific to your situation. For personalised assistance, please contact Olive & Vine.
