A private company files its Hong Kong annual return, Form NAR1, with the Companies Registry within 42 days after each anniversary of its incorporation. Filed on time, the government fee is HK870. More than nine months late, it is HK$3,480, and the company and its officers can also be prosecuted.
No one can extend that deadline. Not the Registry, not your secretary, not a court.
The form itself is short. What makes it risky is the calendar, and the fact that it lands in the same season as tax work and business registration renewals. This guide covers the deadline, the fees, how to count the 42 days, and what to do if you have already missed it.
What Does the Form Contain?
The NAR1 is a snapshot of the company's key details on a fixed date, called the return date. For a private company, the return date is the anniversary of incorporation.
It records:
• the company name and business registration number
• the registered office address
• share capital and each shareholder's holding
• directors and the company secretary, with their particulars
• changes in membership since the previous filing
It does not include financial statements. Private companies send no accounts to the Registry. Their audited accounts go to the Inland Revenue Department with the profits tax return instead.
So the form is not a tax return, and it does not renew your business registration. Those are separate filings with a separate department.
Yearly filing | Where it goes | What it does |
|---|---|---|
NAR1 | Companies Registry | Confirms company details on the return date |
Business registration renewal | Inland Revenue Department | Renews the license to operate, every 1 or 3 years |
Profits tax return (BIR51) | Inland Revenue Department | Reports profit, filed with audited accounts |
Employer's return (BIR56A) | Inland Revenue Department | Reports staff pay, only if the company has employees |
Our Hong Kong company annual compliance guide covers all of them together.
When Is the Hong Kong Annual Return Due?
The rule is short: within 42 days after the return date. A company files nothing in its year of incorporation. The first filing falls due after its first anniversary.
The 42 days are calendar days. Weekends and public holidays count. If day 42 falls on a Saturday, the deadline does not move to Monday.
Here is how the annual return deadline works for three incorporation dates:
Incorporated | Return date (anniversary) | Last day to file on time | First day late fees apply |
|---|---|---|---|
2 February 2026 | 2 February 2027 | 16 March 2027 | 17 March 2027 |
15 March 2026 | 15 March 2027 | 26 April 2027 | 27 April 2027 |
30 November 2026 | 30 November 2027 | 11 January 2028 | 12 January 2028 |
The third row shows a common trap. A company incorporated in late November has its filing window across Christmas and New Year, when founders and providers are often away. Set the reminder in early November.
The Companies Registry also publishes a deadline calculator on its website if you want to double-check your own date.
Fees and Late Penalties
The registration fee depends only on when the Registry receives the form.
When it is delivered | Fee (HK$) |
|---|---|
Within 42 days after the return date | 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 |
Source: Companies Registry fee schedule.
The annual return late fee is not a discretionary penalty. It is the fee set by regulation, and the Registry cannot waive or reduce it. Paying it also does not cancel any separate criminal liability for filing late.
Notice the jump. The first late tier costs more than eight times the on-time fee. After that, each extra three months adds another HK$870.
What Happens If You Do Not File?
Late fees are the visible cost. Three others tend to show up later.
Prosecution. Failing to deliver the return is an offense. The company and every responsible officer, which usually means each director and the secretary, can be fined up to HK1,000 for each day the default continues.
Bank reviews. Banks pull Registry records during periodic know-your-customer (KYC) reviews. A missing or very late filing suggests the company is not properly managed. That can bring extra questions, requests for documents, or a restricted account. For a non-resident owner whose account was hard to open in the first place, this is the biggest risk of all.
Striking off. A company that stops filing for long periods can be treated as no longer operating and struck off the register. Its assets then pass to the government. Restoration is slow and costly.
Smaller problems follow too. Many government funding schemes, licensing bodies and business partners ask for the latest filed return as proof the company is in good standing.
How to File, Step by Step
Most companies file online through the Companies Registry e-Services Portal, which accepts filings at any hour. Paper filing is still possible, but it is slower and leaves less time to fix mistakes.
Step 1: Confirm the return date and deadline
Take the incorporation date from the certificate. Add one year for the return date, then 42 days for the deadline.
Step 2: Check every detail against reality
Compare the last filed information with the current position. Have any passports been renewed? Has a director moved home? Did any shares change hands?
Step 3: Report changes in the right order
Changes that happened before the return date should already be on file through their own forms. Director or secretary changes go on Form ND2A within 15 days. Changes after the return date are reported separately, after this filing, not inside it.
Step 4: Complete, sign and submit
A director or the company secretary signs. Online submission uses a digital signature or the portal's identity method. The HK$105 fee is paid at submission.
Step 5: Keep the confirmation
Save the receipt. Banks and auditors often ask for it.
[In-content image: hong-kong-annual-return-nar1-e-filing.jpg. Alt text: Company secretary filing the NAR1 online through the Companies Registry e-Services Portal]
Mistakes That Cause Late or Rejected Filings
Most problems are small and avoidable.
• Counting from the wrong date. The window starts at the anniversary of incorporation, not the business registration date and not the financial year-end.
• Waiting for a reminder. The Registry does not have to remind you. Silence is not an extension.
• Out-of-date director details. An expired passport number on file is a common reason a provider pauses the filing to check with you.
• Mixing up changes. Putting a change that happened after the return date into the form, instead of filing it separately afterward.
• Assuming the accountant handles it. Auditors handle accounts. Unless your engagement says so, nobody else files this form.
Can You File It Yourself?
Yes. A director can create an account on the e-Services Portal and submit the form personally. The form is short, and for a company with one shareholder and no changes it takes perhaps twenty minutes.
Doing it yourself makes sense when you live in Hong Kong, read the Registry's guidance comfortably, and keep your own calendar. It makes less sense for a non-resident owner. Portal identity checks, a Hong Kong mailing address for any follow-up letters, and the timing problem all work against you. The person who misses the annual return deadline is usually the one who planned to do it "next week."
If you use a provider, confirm in writing that the filing is included in the yearly fee and that the provider files without waiting for you to ask. Then answer quickly when they send the draft for approval. A provider can only file what the directors confirm.
Branches File a Different Form
A non-Hong Kong company registered here as a branch does not file the NAR1. It files its own annual return, Form NN3, within 42 days after each anniversary of its registration in Hong Kong. The idea is the same, but the fee schedule and attachments differ, so check the Registry's guidance for registered non-Hong Kong companies. We compare the two structures in Hong Kong branch vs subsidiary vs representative office.
Does a Dormant Company Need to File?
A private company that has formally declared itself a dormant company under section 5 of the Companies Ordinance is generally exempt from filing while it stays dormant.
The exemption is not automatic, though. "We did not trade this year" is not enough. The company must file a dormancy declaration with the Companies Registry, and that declaration must take effect before the filing falls due. If it is filed after the 42nd day following the anniversary, that year's form is still required, late fee included.
Dormancy suits a company you want to keep but not use. If you plan to close it instead, see our guide on how to close a Hong Kong company. Outstanding returns should be filed before you apply to deregister.
What to Do If You Already Missed the Deadline
File now. Every tier is cheaper than the next, and the annual return late fee rises again at 3, 6 and 9 months.
1. Gather current company details and file the overdue form with the late fee.
2. If earlier years are missing too, file them in date order.
3. Bring other overdue items up to date, such as director changes and the business registration renewal.
4. Keep every receipt. If a bank asks, a complete and current record is your best answer.
Do not wait for a letter from the Registry. By then the company may already be in the most expensive bracket.
Keeping the Hong Kong Annual Return on Schedule
This is a cheap filing that becomes expensive only through delay. Put the return date in your calendar, send changes to your secretary as they happen, and file early in the 42-day window rather than on the last day.
Most foreign owners give the job to their company secretary. Our guide to choosing a Hong Kong company secretary explains what that role should cover. For the wider setup, read how to start a business in Hong Kong as a foreigner.
LAINEXUS tracks and submits this filing for every company we act for, as part of our Hong Kong company registration service and ongoing secretarial support.
Frequently Asked Questions
Can the NAR1 deadline be extended?
No. The Registrar of Companies has no power to extend the statutory 42-day period or to waive the late registration fee. Weekends and public holidays count toward the 42 days. If the form is delivered even one day late, the fee rises from HK870 automatically.
Does a new company file in its first year?
No. A private company files nothing in the year it is incorporated. The first return is due within 42 days after the first anniversary of incorporation. After that, the company files every year on the same cycle until it is dissolved or formally becomes dormant.
Do I need to attach financial statements?
Not for a private company. Private companies file without accounts. Their audited financial statements are sent to the Inland Revenue Department with the profits tax return instead. Public companies and companies limited by guarantee follow different rules and must attach certain financial documents.
Who signs the form?
A director or the company secretary signs it. For non-resident owners, the company secretary usually prepares the form, confirms the details with the directors, and submits it online. The company remains legally responsible for filing on time, even when a provider handles the work.
Is this filing the same as the business registration renewal?
No. This return goes to the Companies Registry and updates company details. The business registration certificate is renewed with the Inland Revenue Department, usually every year or every three years. Each has its own deadline and fee, so completing one does not cover the other.
This article is general information, not legal advice. Fees and rules were checked on 8 October 2026 and can change. Confirm current requirements with the Companies Registry before filing.