Hong Kong Annual Return NAR1: Filing Deadline, Late Fees and Dormancy Exemption
File your Hong Kong annual return NAR1 within 42 days of incorporation anniversary to avoid late fees from HK$870 to HK$3,480.
Hong Kong Annual Return NAR1 Deadline and Late Filing Fees
Every Hong Kong private company must deliver an annual return to the Companies Registry using Form NAR1. The hong kong annual return NAR1 is due within 42 days after the return date. That date is the anniversary of incorporation, or of re-domiciliation for a company that has moved its domicile into Hong Kong. File late and the registration fee climbs from HK$105 to as much as HK$3,480. The duty sits in the Companies Ordinance (Cap. 622); the fee schedule is published by the Companies Registry. A dormant company is exempt from filing. The exemption contains a trap: a company that declares dormancy after the 42-day deadline has already passed must still deliver the return for that year.
The Companies Registry maintains the public register. Each annual return must include current particulars of directors, the registered office address, the shareholders, and the company secretary. File the form with the Registry, not with the Inland Revenue Department. Business registration is handled separately under the Business Registration Ordinance (Cap. 310).
NAR1 Filing Deadline Hong Kong
The filing deadline is 42 days after the return date. The return date is fixed by law. For a company incorporated in Hong Kong, it is the anniversary of incorporation. For a company that has re-domiciled into Hong Kong, the return date is the anniversary of re-domiciliation.
A company incorporated on 1 January 2024 has a first return date of 1 January 2025. The annual return must reach the Companies Registry by 12 February 2025. That is 42 days later. The date of delivery is the date the Registry receives the form and fee, not the date the company posts it.
E-file. The Companies Registry strongly recommends using its integrated company registry system. E-filing is available 24 hours a day and gives an immediate acknowledgment. Paper forms are accepted but take longer to process.
A director or the company secretary signs the annual return. The form requires a confirmation that the company has delivered its financial statements and reports to the members in accordance with Cap. 622. If those documents have not been prepared, the annual return cannot be signed off truthfully.
Hong Kong Annual Return Late Fees
The registration fee for a private company filing on time is HK$105. Deliver the annual return after the 42-day period and the fee rises according to a fixed scale set out in the Companies (Fees) Regulation. The bands:
| Period of late delivery | Registration fee |
|---|---|
| On time (within 42 days) | HK$105 |
| More than 42 days but within 3 months | HK$870 |
| More than 3 months but within 6 months | HK$1,740 |
| More than 6 months but within 9 months | HK$2,610 |
| More than 9 months | HK$3,480 |
The fee jumps from HK$105 to HK$870 the moment the 42-day window closes. A company filing four months late pays HK$1,740. At nine months and one day, the fee becomes HK$3,480. The Companies Registry does not reduce or waive these fees.
The higher registration fee is separate from any penalty a court may impose if the company is prosecuted for failing to deliver the annual return. The Registry may also strike off a company that persistently fails to file.
NAR1 Form Hong Kong Companies Registry
Form NAR1 is the standard annual return form for a private company limited by shares. The form asks for:
- The company name and company number
- The return date
- The address of the registered office
- The principal business address if different
- The particulars of directors and the company secretary, including full name, residential or business address, and identity document number
- The particulars of shareholders, including the number and class of shares held
- A statement confirming that the company has complied with the requirement to hold an annual general meeting if applicable under Cap. 622
A director or the company secretary must sign the form. If the company has no company secretary, a director signs. The signature confirms that the information is accurate to the best of the signatory's knowledge.
The Companies Registry provides guidance notes with the form. These notes explain how to complete each section, including the treatment of multiple classes of shares and the reporting of changes to directors that have not yet been filed on Form ND2A.
Dormant Company Annual Return Exemption
A private company that has declared itself dormant under section 5 of Cap. 622 is exempt from delivering an annual return. A dormant company is one that has no significant accounting transactions during the financial year. Make the declaration by special resolution and file it with the Companies Registry on Form D2.
The exemption applies only to the years after the declaration has been registered. It does not work backwards. If a company declares dormancy after the 42-day deadline for filing the annual return has already passed, the company must still deliver the return for that year.
A company with a return date of 1 January 2025 fails to file its annual return. On 1 March 2025, 59 days after the return date, it passes a special resolution declaring dormancy. The exemption applies from the 2026 return date onward. The company must still file the 2025 annual return and pay the late fee.
A dormant company must still maintain its registered office, keep its significant controllers register, and file any changes to directors or the company secretary with the Companies Registry. The exemption covers only the annual return filing obligation.
The Companies Registry advises that a dormant company that resumes business must file the next annual return on the usual schedule. The company must also file a declaration of resumption of business on Form D3.
Sources
More on ongoing compliance.