Every Hong Kong company must deliver an Annual Return (Form NAR1) to the Companies Registry each year. For a private company limited by shares, the return is due within 42 days after the anniversary of the date of incorporation, and the government fee is HK$105 if it is delivered on time.
The fee rises in steps to HK$3,480 the later the return is filed. Failure to file is an offence: the company and its responsible officers can be fined up to HK$50,000 plus HK$1,000 for every day the default continues.
At a glance (private company limited by shares)
- Form
- NAR1
- Return date
- The anniversary of the date of incorporation
- Deadline
- Within 42 days after the return date
- On-time government fee
- HK$105 (annual, recurring)
- Financial statements attached?
- No, for a private company
- Filed with
- Companies Registry
- Maximum fine for failing to file
- HK$50,000 plus HK$1,000 per day
The fee ladder
The registration fee depends on when the return is delivered, counted from the company's return date.
| When the Annual Return is delivered | Government fee (HK$) |
|---|---|
| Within 42 days after the return date | 105 |
| More than 42 days after, but within 3 months | 870 |
| More than 3 months after, but within 6 months | 1,740 |
| More than 6 months after, but within 9 months | 2,610 |
| More than 9 months after | 3,480 |
What the Annual Return contains
- Company name, business name (if any) and type of company.
- Registered office address and email address (if any).
- Share capital: classes, number and amount of issued shares and amount paid up.
- Particulars of members and their shareholdings, including transfers during the year.
- Particulars of the company secretary and every director (including any reserve director).
- Address where certain registers are kept, if not at the registered office.
- The total amount of indebtedness under registered mortgages and charges.
The return must be consistent with the company's own registers and with notices already filed. A change that should have been notified separately during the year, for example a new director on Form ND2A, must be filed on its own form within its own deadline. The Annual Return does not replace those notices.
Other types of company
| Type of company | Return date and deadline | Financial statements attached |
|---|---|---|
| Private company limited by shares | Anniversary of incorporation; within 42 days after | No |
| Public company limited by shares | Within 42 days after the date 6 months after the end of its accounting reference period | Yes |
| Company limited by guarantee | Within 42 days after the date 9 months after the end of its accounting reference period | Yes |
Different fee scales apply to public companies and companies limited by guarantee. Please ask us for the figures that apply to your company type.
Penalties and consequences
- The Companies Registry prosecutes persistent defaulters, and directors are named in proceedings personally.
- Repeated defaults can be taken into account in director disqualification proceedings.
- A company that has stopped filing may be treated as defunct and struck off, with its property passing to the Government.
- Banks and counterparties often check the company's filing record; a gap raises questions in due diligence.
A simple annual routine
| When | Action |
|---|---|
| 4 weeks before the anniversary | We send you a reminder and a draft return based on your registers |
| 2 weeks before | You confirm any changes in shareholders, directors or address |
| On or after the anniversary | We file the return and pay the HK$105 fee |
| Within days | We send you the filed copy for your records |
- Preparing and filing the Annual Return every year as part of our company secretarial service.
- Checking that the return matches your registers, and filing any overdue change notices first.
- Bringing late returns up to date and advising on next steps if the company has fallen behind.
- Tracking the deadline for you, with advance reminders.
In summary
- Private companies: file NAR1 within 42 days after each anniversary of incorporation.
- HK$105 on time; up to HK$3,480 if late, plus possible prosecution.
- Keep your registers current during the year so the return is straightforward.
Official references
- Companies Ordinance (Cap. 622), section 662
- Companies Registry: fees schedule and annual return guidance, www.cr.gov.hk
- Companies Registry: Filing Requirements of a Local Limited Company after Incorporation