Form NAR1: Hong Kong company annual return explained

What Is Form NAR1 Annual Return Hong Kong

Form NAR1 is the annual return that every Hong Kong company must deliver to the Companies Registry under the Companies Ordinance (Cap. 622). It updates the public register with the company's current particulars, including the registered office address, the particulars of directors and company secretary, and the members. The annual return is not a tax return; it is a separate compliance filing that confirms the company's statutory records are current.

Form NAR1 Hong Kong

Form NAR1 is the specified form used by a Hong Kong private company limited by shares to file its annual return. The form requires the company to state its registered office, the address where its registers and company records are kept, the particulars of its directors and company secretary, and a summary of its share capital and members. The information on the form must be current as at the return date.

Hong Kong Annual Return Form

The annual return form NAR1 is filed with the Companies Registry, not with the Inland Revenue Department. It is distinct from the profits tax return (Form BIR51) that a company files with the Inland Revenue Department. A company must file both the annual return and the profits tax return each year, but they are separate obligations under different legislation.

Companies Registry Annual Return

The Companies Registry maintains the public register of companies. The annual return is the primary mechanism by which the Registry keeps that register accurate. When the Registry receives a properly completed Form NAR1 with the correct registration fee, it updates the public record. Anyone searching the register can see the company's current directors, secretary, registered office and share structure from the most recent annual return.

NAR1 Filing Deadline

The annual return is due within 42 days after the anniversary of the company's date of incorporation. That anniversary date is called the return date. For example, a company incorporated on 15 March 2024 has a return date of 15 March each year, and its Form NAR1 must be filed by 26 April (42 days later). A company that has re-domiciled to Hong Kong uses the anniversary of re-domiciliation instead.

NAR1 Late Filing Fee

The on-time registration fee for a private company is HK$105. If the annual return is delivered late, higher registration fees apply:

The fee escalates with each additional period of delay. A company that files late must pay the higher fee even if it files only one day after the 42-day deadline.

Dormant Company Exemption

A private company that has declared itself dormant under the Companies Ordinance is exempt from delivering an annual return. The exemption applies only after the company has properly declared dormancy. If the declaration is made after the 42-day period for a particular year has passed, the company must still file the annual return for that year. A dormant company remains subject to all other statutory obligations, including the requirement to maintain a company secretary and a registered office.

Filing Channels

Form NAR1 may be filed electronically through the Companies Registry's e-Services portal or by paper. Electronic filing is faster and the system calculates the correct fee automatically. The form must be accompanied by the registration fee; the Registry will not accept a return without payment.