When Is the Annual Return (NAR1) Due? Hong Kong Deadlines, Penalties and Filing Guide (2026 Edition)
A Hong Kong private company limited by shares must generally deliver its annual return (Form NAR1) within 42 days after the anniversary of its incorporation date. The on-time registration fee is HK$105; miss the deadline and the minimum jumps straight to HK$870. The deadline is driven by the incorporation date — not the financial year end, not the expiry date on the business registration certificate, and not the date the tax return was issued.
The fees and time limits in this article are current as at 29 July 2026. The latest information published by the Companies Registry always prevails.
Work Out Your Annual Return Deadline First
| Company type | Date of the annual return | Filing deadline |
|---|---|---|
| Private company limited by shares | Each anniversary of the date of incorporation or registration by way of continuation | Within 42 days after the date of the annual return |
| Public company | 6 months after the end of the accounting reference period | Within 42 days after the date of the annual return |
| Company limited by guarantee | 9 months after the end of the accounting reference period | Within 42 days after the date of the annual return |
Worked Examples
| Company type | Key date | Date of annual return | Last day to file |
|---|---|---|---|
| Private company | Incorporated: 2024-03-15 | 2026-03-15 | 2026-04-27 |
| Private company | Incorporated: 2023-11-30 | 2026-11-30 | 2027-01-11 |
| Company limited by guarantee | Accounting period ends: 2026-12-31 | 2027-09-30 | 2027-11-11 |
In the first example, the 42nd day falls on Sunday, 26 April 2026, so the deadline rolls forward to the next day that is not a Sunday or public holiday — 27 April. Sundays and public holidays still count towards the 42 days; but if the 42nd day falls on a Saturday, the deadline is not automatically extended. The Companies Registry FAQ explains this easily-overlooked distinction.
If you are unsure of your incorporation date, check the date on the certificate of incorporation, or use the Companies Registry's company search and annual return calculation tools. Do not substitute the date on a BR renewal demand note for the incorporation date.
When Does a Newly Incorporated Company File for the First Time?
A company does not file an annual return in its year of incorporation. The first filing falls due within 42 days after the next anniversary of incorporation. For example, a company incorporated on 1 August 2026 will have its first NAR1 dated 1 August 2027.
"Not yet trading" is usually not a reason to skip filing. An ordinary private company must still meet its annual return obligation even with zero revenue and no business activity; an exemption may only apply where the company has been formally declared dormant under the Companies Ordinance. Applying for deregistration does not extinguish the obligation immediately either — statutory filings must still be kept up until the company is formally struck off.
What Happens If You File Late? Fees and Criminal Liability
NAR1 fees for private companies and companies limited by guarantee are as follows:
| Time of delivery | Registration fee (HK$) |
|---|---|
| Within 42 days after the date of the annual return | 105 |
| More than 42 days but within 3 months | 870 |
| More than 3 months but within 6 months | 1,740 |
| More than 6 months but within 9 months | 2,610 |
| More than 9 months | 3,480 |
For public companies the on-time fee is HK$140, with late fees ranging from HK$1,200 to HK$4,800. Registered non-Hong Kong companies use Form NN3, with an on-time fee of HK$180 and the same HK$1,200 to HK$4,800 late-fee range. The complete schedule is set out in the Companies Registry fee table.
This is more than an administrative charge. Under section 662 of the Companies Ordinance, failure to deliver an annual return as required exposes the company and every responsible person to prosecution; on conviction, the maximum fine is HK$50,000 for each breach, plus a further daily default fine of HK$1,000 for a continuing offence. The Registrar of Companies has no power to waive the statutory higher registration fee, so do not treat "only a few days late" as a negotiable grace period.
The Annual Return, the Business Registration Certificate and the Tax Return Are Not the Same Thing
| Document | Authority | Governing legislation | Typical cycle |
|---|---|---|---|
| Annual return NAR1 | Companies Registry | Companies Ordinance | Based on the incorporation anniversary or the date of the annual return |
| Business Registration Certificate (BR) | Inland Revenue Department | Business Registration Ordinance | Renewed every one or three years |
| Profits tax return | Inland Revenue Department | Inland Revenue Ordinance | Based on when the IRD issues the return |
Renewing your BR does not mean the NAR1 has been filed, and completing your profits tax return does not discharge the annual return obligation. The three processes are administered by different authorities, so set separate reminders and keep separate receipts for each. For how audit and tax filing fit together in time, see the Hong Kong company audit and tax filing process.
How Do You File the NAR1? Three Methods and Form-Filling Essentials
| Method | Best suited to | Points to note |
|---|---|---|
| Electronic filing | Immediate processing with a record retained | Filed through e-Filing on the government's e-Services portal |
| By post | When attending in person is inconvenient | The postmark date is used to calculate the registration fee, but if the document is not accepted by the Registry, proof of posting alone does not satisfy the delivery requirement |
| In person | Close to the deadline, or when immediate confirmation is needed | Saturday deadlines are not extended, so allow extra time or use the drop-in box or electronic filing |
Before completing the form, check that the company name, company number, registered office address and the particulars of directors and the company secretary all match the position as at the date of the annual return. If an address or officer's particulars have changed, updating the NAR1 alone is not sufficient — the relevant change-of-particulars form must be delivered separately as required. Members and shareholding particulars of a non-listed company must also be completed, and cannot be left blank simply because "nothing has changed". Incomplete, unsigned or underpaid documents may be rejected, and by the time they are re-submitted the higher fee tier may already apply.
Already Overdue — What Should You Do Now?
First confirm the company type, the date of the annual return and every outstanding year, then file as soon as possible. The fee is determined by the tier applicable to the actual date of delivery, and delay does not freeze it. If the company has been inactive for a long time, it may be worth considering whether deregistration is appropriate — but the annual return obligation must still be dealt with until deregistration formally takes effect.
Where directors, shareholders or signatories are outside Hong Kong, allow at least two to three weeks before the deadline to confirm particulars and arrange signatures. Third-party company secretarial packages in the market may bundle NAR1 filing, a registered address and other items into a single quotation; annual fees commonly range from about HK$2,500 to HK$5,000, but scope, first-year discounts and renewal pricing vary widely, so confirm each item separately and ask for the filing acknowledgement. The statutory duties of a company secretary and what to look for when selecting one are covered in the Hong Kong company secretary guide, while the overall annual cost structure is set out in the annual maintenance cost of a Hong Kong company. Even where an external provider is engaged, the statutory responsibility remains with the company and its responsible persons.
To map out the annual compliance timetable that follows incorporation in Hong Kong, start with the Hong Kong company annual compliance calendar, or see the Chan & Chung services page for how company secretarial and annual compliance support is coordinated. Regulated trust and company services are provided by the licensed TCSP Intelligent Services Limited (TC010349), not by Chan & Chung Consultancy Services Limited.
An 8-Point Checklist Before You File
- Confirm the incorporation date, the date of registration by way of continuation, or the accounting reference period end date.
- Count to the 42nd day and check whether it falls on a Sunday, a public holiday or a Saturday.
- Verify the particulars of the directors, the company secretary and the registered office.
- Update the particulars of members, shares and share transfers.
- Deliver any separately required change-of-address or change-of-officer forms first.
- Prepare the correct registration fee and choose the filing method.
- Keep the electronic confirmation, postal record or official receipt.
- Track the BR renewal and the profits tax return separately — none of them replaces another.
Frequently Asked Questions
When is the annual return due?
A private company limited by shares must deliver Form NAR1 within 42 days after the anniversary of its incorporation date or its date of registration by way of continuation. For example, if the date of the annual return is 30 November 2026, the last day to file is 11 January 2027.
How much does it cost to file a few days late?
Once you go beyond 42 days, the registration fee for a private company or a company limited by guarantee jumps from HK$105 to HK$870, then rises to HK$1,740, HK$2,610 or HK$3,480 depending on how late the filing is.
Is the annual return the same as the business registration certificate?
No. The NAR1 is delivered to the Companies Registry; the BR is administered by the Inland Revenue Department. Each must be handled independently.
Does a company with no revenue and no business activity still have to file?
Generally, yes. Unless the company has formally become a dormant company under the legislation and meets the relevant exemption, zero revenue is not a reason to skip the annual return.
Can I file online myself?
Yes. You can use the e-Filing function on the Companies Registry's e-Services portal. Set up your account and filing arrangements well in advance rather than attempting it for the first time on the final day.
Can I apply for an extension or a waiver of the late fee?
There is no general extension or fee-waiver arrangement for private companies, and the Registrar of Companies has no power to waive the higher registration fee prescribed under the Companies (Fees) Regulation.