NAR1 annual return vs business registration renewal

A Hong Kong private company has two recurring government bills that are easy to confuse. The annual return (Form NAR1) goes to the Companies Registry, within 42 days after each anniversary of incorporation, with a HK$105 fee if it is on time. The Business Registration Certificate is renewed with the Inland Revenue Department (IRD), which sends a demand note about a month before the current certificate expires. They are different offices, different laws and different dates. Paying one does not pay the other.

The two at a glance

The annual return: a Companies Registry filing

The Registry’spage for local private companiessays a private company must deliver an annual return for every year, except the year of its incorporation or re-domiciliation, within 42 days after the anniversary of the date of incorporation. The fee is HK$105 if it arrives within those 42 days. After that, the fee depends on how late it is, counted from the return date:

• more than 42 days late 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 Registry’sannual return FAQexplains that these are statutory fees under the Companies (Fees) Regulation (Cap. 622K), and the Registrar has no discretion over the amount. A company that fails to deliver its annual return on time is in breach of the Companies Ordinance, and the company and every responsible person are liable to prosecution. Public companies and companies limited by guarantee have different return dates; this page covers private companies. More detail is inthe NAR1 annual return guideandNAR1 fee and annual return penalty.

Business registration renewal: an IRD bill

The Business Registration Certificate comes from the IRD. A company gets its first one with its Certificate of Incorporation, and renews it with the IRD after that. The IRD says its Business Registration Office issuesrenewal demand notesabout one month before the current certificate expires. If you do not receive one, you must tell the office in writing within one month of the certificate’s expiry. The IRD may impose a penalty if a demand note is paid late.

The amount follows the IRD’sfee and levy table, generally by the commencement date of the new certificate. For certificates starting between 1 April 2026 and 31 March 2027:

• one year: HK$2,200 fee plus HK$150 levy, HK$2,350;
• three years: HK$5,720 fee plus HK$450 levy, HK$6,170;
• a branch certificate: HK$230 for one year or HK$658 for three years.

Sole proprietorships and partnerships renew business registration too, but they have no annual return, because they are not registered at the Companies Registry. The first certificate and the rules on branches are inbusiness registration in Hong Kong.

A worked calendar

A hypothetical company incorporated on 10 March 2025 files no annual return in 2025. Its first anniversary is 10 March 2026, so its first NAR1 is due within the next 42 days, by 21 April 2026, for HK$105. Delivered on 30 May 2026, it would be more than 42 days late but within 3 months, and the fee becomes HK$870. The same company’s business registration renewal follows the expiry date printed on its certificate and the due date on the IRD demand note, whatever happens with the NAR1.

How to keep both on time

1. Put the incorporation anniversary plus 42 days in the diary as the NAR1 deadline.
2. Put the expiry date from the Business Registration Certificate in the diary separately.
3. When a bill arrives, check the sender: Companies Registry or Inland Revenue Department.
4. If no IRD demand note has arrived by the expiry date, write to the Business Registration Office within one month of expiry.
5. If an annual return is late, file it as soon as you can: the fee steps up at 3, 6 and 9 months.
6. Keep the filed NAR1 and the renewed certificate with the company records.

Companies that have stopped trading have their own rules: seedormant Hong Kong companies. If you would rather a firm kept both calendars, comparecompany secretary firmsin our directory. This is not legal or tax advice; the Registry and the IRD apply the rules.