Hong Kong Company Annual Return Guide: NAR1 in 5 Steps, Fees from HK$105, 42-Day Deadline
Every Hong Kong limited company must file an annual return (NAR1) with the Companies Registry every year. File on time and the registration fee is HK$105; file late and the fees escalate, and you may even face prosecution. This guide breaks down the filing deadline, the fee schedule, and the five steps for e-submission, and clarifies the differences between the annual return, business registration, and profits tax.
Key Takeaways (30-Second Read)
- Who must file: Hong Kong local private companies limited by shares (dormant/shell companies generally still have to file)
- When to file: Within 42 days after the anniversary of the company's incorporation
- Where to file: The Companies Registry, Form NAR1
- On-time fee: HK$105 (local private companies with share capital)
- Most important: The annual return ≠ tax filing; profits tax is a separate, independent process of the Inland Revenue Department
What Is the Annual Return (NAR1)? Which Companies Must File?
The NAR1 is the statutory form by which a company reports to the Companies Registry its position as at the “return date” (i.e., the anniversary of incorporation), covering the registered office address, directors, company secretary, members, and share capital structure. It is disclosure in nature, not a tax return (source: Companies Registry Annual Return FAQ).
A private company limited by shares must file every year; even if the company is not carrying on any business, it generally still has to file as usual. The only way to be truly relieved of the obligation is through lawful deregistration. Public companies and registered non-Hong Kong companies are subject to separate rules and fees; this article focuses on private companies. If you are still at the pre-incorporation stage, you may first refer to the Hong Kong Company Incorporation Guide.
How Is the Deadline Calculated? 42 Days After the Incorporation Anniversary
The deadline falls within 42 days after the anniversary of the company's date of incorporation (or date of transfer of registration); no annual return is required in the year of incorporation.
Example: for a company incorporated on 1 November 2024, its first return date is 1 November 2025, and the deadline for its first annual return is approximately 13 December 2025.
The 42 days are counted in calendar days. Start preparing 2–3 weeks in advance and add a reminder to the Hong Kong Annual Compliance Calendar. The Companies Registry's e-services also offer a reminder function, but remember: not registering for or not receiving a reminder is no defence.
Annual Return Fees at a Glance: The Government Registration Fee Escalator
NAR1 Official Fees Escalate with the Timing of Delivery
Taking a local private company with share capital as an example, the fee is determined by the timing of delivery to the Companies Registry relative to the date of the return, i.e., the anniversary of incorporation (source: Companies Registry Fee Schedule):
| Timing of delivery | Registration fee (HK$) |
|---|---|
| Within 42 days | 105 |
| More than 42 days but not more than 3 months | 870 |
| More than 3 months but not more than 6 months | 1,740 |
| More than 6 months but not more than 9 months | 2,610 |
| More than 9 months | 3,480 |
For public companies, the on-time fee is about HK$140; registered non-Hong Kong companies have a separate schedule, with an on-time fee of about HK$180. The Registrar of Companies has no discretion to waive the statutory registration fees; once you file late, there is no room to negotiate.
Break Down the “Total Annual Review Cost” to Avoid Being Misled
Articles in the market often conflate three amounts; they are best viewed separately:
- NAR1 government registration fee: the escalating schedule above, an official government fee.
- Business registration certificate renewal fee: collected separately by the Inland Revenue Department; the amount follows the Department's prevailing fees.
- Company secretary/agent service fee: market pricing; quotes vary widely, and this is not an official fee.
Consequences of Filing NAR1 Late: Higher Fees + Prosecution Risk
The first consequence of late filing is the higher registration fee in the table above, rising from HK$105 up to HK$3,480. Beyond fees, failure to deliver or late delivery may constitute an offence under the Companies Ordinance: the company and the responsible persons (directors, company secretary, etc.) may be prosecuted, with a maximum fixed fine of about HK$50,000 plus a further default fine of up to about HK$1,000 for each day the default continues, as determined by the court (source: Companies Registry Compliance FAQ). For more on late filing, see Hong Kong Annual Return Late-Filing Penalties. This article only sets out the statutory risks and does not constitute legal advice.
[Tutorial] Filing the Annual Return in 5 Steps
Step 1 | Verify the Company's Latest Particulars
Check the position as at the return date: the registered office address, the particulars of the directors and company secretary, the members, and the share capital structure. If there have been changes during the year such as the appointment or resignation of directors or transfers of shares, first confirm that the relevant change filings have been dealt with.
Step 2 | Prepare the New Version of NAR1
Since 27 June 2024, the Companies Registry has adopted a new version of Form NAR1. Reusing the old form with only the year changed is very likely to be rejected; complete every item according to the requirements of the latest form.
Step 3 | Choose Your Submission Method
- E-submission: file via the Companies Registry's e-Services Portal; the official website also provides a demo video you can follow.
- By post: mail the paper form to the Companies Registry.
- In person: deliver it to the Queensway Government Offices.
Step 4 | Pay the Registration Fee and Obtain Confirmation
For an on-time filing by a private company, the fee is HK$105. After payment, keep the submission confirmation or receipt as proof of delivery.
Step 5 | Record-Keeping and the Follow-Up Compliance Checklist
After filing, check three further things: whether the business registration certificate has been renewed; whether the Significant Controllers Register (SCR) is up to date; and that the profits tax return (BIR) is handled separately — see the Hong Kong Company Tax Filing Guide. Filing NAR1 does not mean tax filing is done.
Common Rejections and Mistakes Checklist
- Using the old version of NAR1 (the old version ceased to be valid after 27 June 2024)
- Wrong or missing business registration number or identification details
- Incomplete address particulars of a director or the company secretary
- The mistaken belief that “no operations means no need to file”
- Treating NAR1 as a tax return, or assuming that filing it also completes the business registration renewal
Self-Filing vs. Engaging a Company Secretary/Agent
In law, a director or an authorised person may sign and submit the return themselves; for companies with simple structures, self-filing is entirely feasible. Where there is multi-layered shareholding, frequent changes during the year, or a need for statutory company secretarial arrangements, a common market option is to engage an external company secretary or agent. Note: regulated trust or company services (TCSP) must be provided by a licensed trust or company service provider (e.g., Intelligent Services Limited, TCSP licence no. TC010349), and are not provided by Chan & Chung Consultancy Services Limited itself. For the statutory requirements of a company secretary, see the Hong Kong Company Secretary Guide.
Annual Return vs. Business Registration vs. Profits Tax: The Differences
| Annual return (NAR1) | Business registration certificate (BR) | Profits tax filing (BIR) | |
|---|---|---|---|
| Authority | Companies Registry | Inland Revenue Department | Inland Revenue Department |
| Nature | Reporting the company's current position | Registering the qualification to carry on business | Reporting assessable profits |
| Cycle | Once a year (within 42 days after the anniversary) | Renewed annually or every three years | Generally once a year |
The three obligations are each independent. The “one-stop annual review” packages seen in the market are merely service packaging; completing one does not mean the other two are done.
FAQ
When Is the Annual Return Due?
Private companies must file within 42 days after the anniversary of incorporation; no filing is required in the year of incorporation.
How Big Is the Fee Difference Between On-Time and Late Filing?
For private companies, the on-time fee is HK$105; late fees escalate to HK$870, HK$1,740, HK$2,610, and HK$3,480.
Can Late Filing Lead to Fines or Even Court Proceedings?
Yes. In addition to the higher registration fee, the company and responsible persons may be prosecuted, with a maximum fixed fine of about HK$50,000 plus a further default fine of up to about HK$1,000 per day.
Can I File It Myself? How Do I E-File?
Yes — a director or an authorised person may file personally; do it through the Companies Registry's e-services portal at e-services.cr.gov.hk, or by post or in person.
Is the Annual Return the Same as Tax Filing or Business Registration Renewal?
No. The three fall under the Companies Registry and the Inland Revenue Department respectively, and each must be completed independently.
If the Company Has No Business Operations, Do I Still Need to File?
Generally, yes — an annual return is still required every year; the only way to be truly relieved of the obligation is through the lawful deregistration route.
Conclusion
Filing the annual return is not hard; the hard part is remembering the deadline. Set a reminder for “42 days after the anniversary”, file on time with the new version of NAR1, and HK$105 settles it. To learn more about Hong Kong company incorporation and going-global compliance arrangements, visit the Chan & Chung website or the services page.