Keeping the company

Hong Kong annual return (NAR1): deadline and fee

A private company delivers Form NAR1 within 42 days after each incorporation anniversary. On time it costs HK$105; late fees run from HK$870 to HK$3,480 and cannot be waived.

At a glance

Form: NAR1
Deadline (private company): 42 days after the incorporation anniversary
Fee on time: HK$105
Late fees: HK$870 to HK$3,480; cannot be waived
Maximum penalty: HK$50,000 + HK$1,000 a day if continuing

Every Hong Kong private company delivers an annual return to the Companies Registry once a year on Form NAR1. It is due within 42 days after the anniversary of the company’s incorporation, or of its re-domiciliation if it was re-domiciled. Filed in time, the fee is HK$105. Filed late, the fee rises in steps from HK$870 to HK$3,480, and the Registrar has no power to waive it. The annual return is a Companies Registry filing. It is not the Inland Revenue Department’s business registration renewal, which is a separate bill.

When NAR1 is due

The Registry’sannual return page for local private companiessets the deadline: within 42 days after each anniversary of incorporation or re-domiciliation. That anniversary is the “return date”. The first annual return falls due after the first anniversary, and one is due every year after that.

Theannual-return FAQexplains how to count the 42 days:

Sundays and public holidays count as days in the 42.
If the 42nd day is a Sunday or a public holiday, the due date moves to the next day that is neither a Sunday nor a public holiday.
A Saturday is not moved. The FAQ explains how the Registry treats a return posted on a Saturday when it works out the fee.

A hypothetical example: a private company incorporated on 20 October 2025 has a return date of 20 October 2026. Adding 42 days gives Tuesday 1 December 2026 as the last day to deliver NAR1 for HK$105. Thelate fee pagehas a helper that works out your own dates.

What NAR1 covers and who signs it

NAR1 sets out the company’s particulars for the year, such as its registered office, share capital, members, directors and company secretary. A hard-copy return must be manually signed by a director or the company secretary. A private company having a share capital is not required to deliver its financial statements with the annual return. Its audited accounts go to the Inland Revenue Department with the profits tax return instead, as explained inprofits tax and business records.

NAR1 does not replace the forms for changes during the year. A new registered office goes on Form NR1 within 15 days, and changes of director or secretary go on Form ND2A or ND2B within 15 days. Each is filed when the change happens, not saved for the annual return.

How to file

Diarise the return date and the 42-day deadline as soon as the company is incorporated.
Check the particulars against the company’s registers: members, shareholdings, directors, secretary and registered office.
File online through the Registry’se-Services Portal, or deliver a hard copy signed by a director or the company secretary, in person or by post.
Pay the fee that matches the date of delivery: HK$105 if you are within the 42 days.
Keep the filing receipt with the company records.

The fee, on time and late

The Registry’sfee tablecharges a private company by how late NAR1 is delivered, counted from the return date:

Private company, Companies Registry fee table
When NAR1 is delivered	Registration fee
Within 42 days after the return date	HK$105
More than 42 days after, but within 3 months	HK$870
More than 3 months after, but within 6 months	HK$1,740
More than 6 months after, but within 9 months	HK$2,610
More than 9 months after the return date	HK$3,480

Copied from theCompanies Registry major-fees pagefor a local private company. The return date is the anniversary of incorporation (or re-domiciliation). Public companies and registered non-Hong Kong companies use a higher ladder.

The higher fees are set in the Companies (Fees) Regulation. The Registry says the Registrar does not have power to waive them. A missed reminder or a change of company secretary does not reduce them.

Not filing is an offence

The annual return duty comes from section 662 of the Companies Ordinance. If a company fails to deliver it, the company and every responsible person, including every director, company secretary and manager, are liable to prosecution. The Registry’spamphlet on the annual return of a local private companygives the maximum penalty as HK$50,000 for each breach, with a daily default fine of HK$1,000 for a continuing offence.

Mistakes to avoid

Treating the business registration renewal as the annual return. They are two filings with two offices.Annual return vs business registration renewalsets them side by side.
Stopping because the company stopped trading. A company that has ceased business still files until it is dissolved. The ways out arederegistrationor a formal dormancy resolution, covered indormant Hong Kong companies.
Sending an unsigned hard copy. The return must be manually signed by a director or the company secretary.
Counting from the wrong date. The clock runs from the anniversary of incorporation, not from the end of the financial year.

Who usually files it

In practice the company secretary often prepares and files NAR1, because the secretary keeps the registers it draws on. Seewhat a company secretary does, and comparecompany secretary firmsin our directory if you want someone else to keep the dates. The Companies Registry applies the rules, and this page is not legal advice.

Questions people ask

When is the NAR1 annual return due?

A local private company delivers it within 42 days after each anniversary of its incorporation, or of its re-domiciliation. Sundays and public holidays count in the 42 days, but if the 42nd day is a Sunday or public holiday the due date moves to the next day that is neither.

How much is the annual return fee in Hong Kong?

HK$105 if a private company delivers NAR1 within 42 days after the return date. After that the fee is HK$870, HK$1,740, HK$2,610 or HK$3,480 depending on how late it is. The Registrar has no power to waive the higher fees.

Who signs the annual return?

A hard-copy NAR1 must be manually signed by a director or the company secretary. The return can also be filed online through the Companies Registry’s e-Services Portal.

Does a private company attach accounts to NAR1?

No. A private company having a share capital is not required to deliver its financial statements with the annual return. Its audited accounts go to the Inland Revenue Department with the profits tax return.

What happens if a company does not file its annual return?

The company and every responsible person, including directors and the company secretary, are liable to prosecution. The Registry gives the maximum penalty as HK$50,000 for each breach plus a daily default fine of HK$1,000 for a continuing offence, on top of the higher registration fee.

Is the annual return the same as business registration renewal?

No. NAR1 goes to the Companies Registry; the Business Registration Certificate is renewed with the Inland Revenue Department. Paying one does not pay the other.