Form NAR1 Hong Kong: Annual Return Deadline, Filing Fee, and Late Penalties

Form NAR1 Hong Kong Annual Return Filing and Late Fees

Every Hong Kong private company limited by shares must file an annual return with the Companies Registry each year. The specified form is Form NAR1.

The 42-Day Deadline From the Anniversary of Incorporation

The annual return is due within 42 days after the return date. The return date is the anniversary of the company's date of incorporation. For a company that has re-domiciled to Hong Kong, it is the anniversary of its registration in Hong Kong. A company incorporated on 15 March 2023 has a return date of 15 March each year. Its Form NAR1 must reach the Companies Registry by 26 April.

If the 42nd day falls on a Saturday, Sunday or public holiday, the deadline is the next working day. The Companies Registry does not grant extensions.

The On-Time Registration Fee: HK$105

File Form NAR1 within the 42-day window and the registration fee for a private company is HK$105. The fee covers processing of the annual return and updating of the company's public record. Pay it at the time of filing, whether through the e-Services portal or by paper.

The Four Late Fee Tiers for Late Filing

Deliver the annual return after the 42-day period and a higher registration fee applies. The late fee increases with the length of the delay. The Companies Registry applies the following scale:

These fees sit on top of any other penalties the company may face, including prosecution for failing to file. The higher fee is calculated from the date the Companies Registry receives the form, not from the date it is posted.

Dormant Company Exemption

A private company that has declared itself dormant under section 662 of the Companies Ordinance (Cap. 622) is exempt from filing an annual return. To qualify, the company must have passed a special resolution stating it is dormant and must have filed a copy of that resolution with the Companies Registry. A dormant company is one that has had no significant accounting transactions during the period. If the company resumes business activity, it must file the next annual return.

Information Required on Form NAR1

Form NAR1 requires the following particulars as at the return date:

• The company's name and company number
• The registered office address
• The particulars of each director (full name, residential address, and identity document number)
• The particulars of the company secretary (full name, address, and identity document number)
• The total number of issued shares and the amount of share capital
• The names and addresses of all shareholders and the number of shares each holds
• The principal business address (if different from the registered office)
• The accounting reference date

All information must be current as at the return date. If any details have changed since the last annual return, file the relevant change forms before or at the same time as the annual return. Examples include NR1 for a change of registered office or ND2A for a change of director.

Common Reasons for Rejection

The Companies Registry may reject Form NAR1 if:

• The form is not signed by a director, the company secretary, or an authorised person
• The return date is incorrect (it must match the anniversary of incorporation)
• The registration fee or higher registration fee has not been paid in full
• The form is incomplete or contains obvious errors (such as a missing shareholder list)
• A required supporting document (such as a change form) is missing

A rejection means resubmitting a corrected version. The late fee, if any, is calculated from the original submission date, not the resubmission date, provided the original was delivered within the deadline.

Filing Through the E-Services Portal

File Form NAR1 electronically through the Companies Registry e-Services portal at www.eregistry.gov.hk. Electronic filing is faster than paper and allows immediate payment by credit card or PPS. The portal also lets users check a company's filing history and download a copy of the filed annual return.

Paper forms are available from the Companies Registry's specified forms index at www.cr.gov.hk/en/forms/specified.htm. Paper filings must be delivered to the Companies Registry's counter or by post, and payment must be made by cheque or cash.

Consequences of Non-Filing

Fail to file the annual return for two consecutive years and the Companies Registry may initiate proceedings to strike off the company from the register. A struck-off company ceases to exist legally. Its assets may vest in the government. Directors of a company that fails to file may also be prosecuted and fined.

The annual return is a statutory requirement under the Companies Ordinance (Cap. 622). File on time. It avoids late fees, keeps the company in good standing, and prevents the risk of deregistration.