NAR1 Late Filing Penalties Explained: What a Late Annual Return Costs, Criminal Fines & How to Fix
I. The Short Answer: How Much Does a Late NAR1 Cost?
A late NAR1 gives rise to two kinds of charge. They are different in nature and must be handled separately.
Tier 1: The Higher Registration Fee (Administrative Fee)
This is the higher fee that the Companies Registry charges automatically based on how late the delivery is — the later it is, the more it costs, and no court ruling is involved. A private company that delivers on time (within 42 days) pays only HK$105; once late, the fee starts at $870 and tops out at $3,480.
Tier 2: Fines for Criminal Default
The Companies Registry may prosecute the company and each responsible person, with sentencing by a magistrate. Upon conviction, the maximum fine is HK$50,000 for each default, plus up to HK$1,000 for each day the default continues. The actual fine is determined by the magistrate based on the facts of the case — it is not automatically assessed at the maximum.
Common confusion: treating the "higher registration fee" as if it were a "fine", or applying the fee schedule for public companies to private companies.
II. Higher Registration Fee Schedule for a Late NAR1 (Private Companies)
Fee Table
| Timing of delivery | HK$ |
|---|---|
| Within 42 days after the date of the return | 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 |
Criminal-Tier Penalty
Upon conviction, the maximum fine is HK$50,000 for each default, plus up to HK$1,000 for each day the default continues. The amount is decided by the magistrate and is not automatically assessed at the maximum. Filing the NAR1 late can shorten the number of days in default and helps with mitigation, but it does not automatically lead to the prosecution being withdrawn.
Public companies and non-Hong Kong companies (NN3) follow a different set of fees (on time $140/$180, late $1,200→$4,800) — do not mix the two up. Companies limited by guarantee use the same fee tiers, but the basis for calculating the date of the return is different.
III. What to Do When You Discover You Are Late: 3 Remedial Steps
Step 1: Verify Your Fee Tier with the Due Date Calculator
Go to the Companies Registry's official Due Date Calculator and enter the anniversary of the company's incorporation to confirm which fee tier applies. Do not keep using the old $105 figure — once late, the charges are different.
Step 2: Deliver the NAR1 with the Correct Fee
When filing late, you must enclose the higher registration fee corresponding to the applicable tier. If the fee is insufficient, the delivery will be returned, and the fee is reassessed on the date of re-delivery — the longer you delay, the more it costs. For the latest fees, refer to the Companies Registry's Schedule of Fees for Specified Forms.
Step 3: If You Receive a Summons, You Must Still Attend Court
Filing the NAR1 late does not withdraw a summons already issued by the Magistrates' Court. The company must attend through an authorised representative, with a letter of authorisation on company letterhead and the company seal in hand; absence may be treated as contempt of court. Fines are paid at the Magistrates' Court registry — the court will not issue a separate payment slip. If you need independent legal advice, you may consult lawyers or company secretarial service providers available in the market, or refer to compliance-related resources on the Chan & Chung website.
IV. How Is the 42-Day Deadline Counted? The 3 Most Common Traps
The Deadline Rule
Deliver within 42 days after the anniversary of incorporation/transfer of registration (excluding the year of incorporation); the date of the return is the anniversary date itself.
Trap 1: No Extension When the Last Day Falls on a Saturday
If the last day of the deadline is a Saturday, it is not extended to the next business day. Filing on Monday = already late, and the fee jumps to the next tier immediately.
Trap 2: Postal Delivery Is Counted by the Date the Registrar Actually Receives It
If you deliver by post, the counting basis is the date the Registrar actually receives it, not the postmark date. Consider using a trackable courier service, or allow enough time for postal delivery before the deadline.
Trap 3: The Registrar Has No Power to Extend or Waive
The Registrar of Companies has no power to extend the 42-day deadline, and no power to reduce or waive the higher registration fee. Do not count on "applying for a grace period" — that route simply does not exist.
V. 4 Common Misconceptions
NAR1 ≠ Tax Filing
The NAR1 is filed with the Companies Registry, while the Profits Tax Return (BIR51) is filed with the Inland Revenue Department — they are two separate filing regimes. Filing the NAR1 does not mean you have filed your tax return.
You Must File Even If There Is No Business
The only common exemption is becoming a dormant company under section 5 of the Companies Ordinance and delivering the special resolution. If the effective date falls after the 42-day window in a given year, the NAR1 must still be delivered for that year.
Free Reminder Tool
The Companies Registry's e-Services portal provides an "e-Reminder for Annual Return" service, letting you set email or SMS reminders for filing dates — a free external tool.
Secretarial/Accounting Agents Handling It on Your Behalf
Some companies engage company secretaries or accounting firms to handle their annual returns for them. Such agency services are common options in the market and can be compared and chosen according to your needs. For more information on company secretarial services, see the Chan & Chung website.
VI. FAQ
1. What is the penalty for filing the NAR1 late?
First, you pay the higher registration fee of $870–$3,480 (tiered by how late the filing is). In addition, you may be prosecuted, and the court may impose a fine of up to HK$50,000, plus up to HK$1,000 for each day the default continues.
2. Does a company with no business still need to file the NAR1?
Yes, unless it has become a dormant company under section 5 of the Companies Ordinance and the special resolution has been delivered.
3. I have already filed late — will the summons be withdrawn?
No. Filing late only affects the number of days in default and mitigation; the summons must still be handled by an authorised representative attending court.
4. Are the NAR1 and tax filing (BIR51) the same thing?
No. The NAR1 is filed with the Companies Registry, while the BIR51 is filed with the Inland Revenue Department — they are two separate filing regimes.
5. Can I apply for an extension or a waiver of the fees?
No. The Registrar has no power to extend the 42-day deadline, and no power to reduce or waive the higher registration fee.
VII. Conclusion and Next Steps
Once you are late, the most practical course of action is: first verify the deadline, then deliver the NAR1 with the correct fee; if you have already received a summons, attend court as usual. Delaying only makes the charges higher and the period of default longer.
For more information on annual compliance for Hong Kong companies, visit the Chan & Chung website.