- Every Hong Kong company, including dormant ones, must file an annual return with the Companies Registry (CR) once a year. Sole proprietorships and partnerships are excluded.
- Private companies use Form NAR1. The deadline is 42 days after your incorporation anniversary.
- Filing on time costs HK$105. Miss the deadline and fees jump to HK$870, then HK$1,740, HK$2,610, and HK$3,480 depending on how late you are.
- Your company secretary is usually the person responsible for preparing and filing the return.
Annual return filing in Hong Kong is one of the easiest compliance deadlines to misunderstand because it sounds like a tax task, but it is not. It is a Companies Registry filing about your company’s structure: who runs it, where it is registered, and who owns shares. It has nothing to do with revenue, expenses, or Profits Tax. That is a separate filing with the Inland Revenue Department (IRD).
The form itself usually takes about 15 minutes to complete. Missing it is what gets expensive: late fees rise from HK$870 to HK$3,480, directors can face personal liability, and persistent non-filing can lead to strike-off.
In this guide, you’ll learn:
- What the annual return actually covers
- Who needs to file and when the deadline applies
- How the NAR1 process works in practice
- What late filing costs
- The mistakes that trigger avoidable penalties
What is an annual return in Hong Kong?
Under Section 662 of the Companies Ordinance (Cap. 622), every company incorporated in Hong Kong must deliver an annual return to the Companies Registry each year.
The return is a snapshot of your company’s details on a specific date. It confirms:
- Company name and registration number
- Registered office address
- Names and details of all directors
- Company secretary details
- Shareholders and their shareholdings
- Share capital structure
For private companies limited by shares, the form is NAR1. Companies limited by guarantee use Form NN3.
Filing your annual return does not require financial statements, audit reports, or anything related to profits. It’s strictly about your company’s structure and officers.
Annual return vs Profits Tax Return
These two get confused constantly. Here’s the difference:
| Item | Annual return (NAR1) | Profits Tax Return (BIR51) |
Filed with | Companies Registry | Inland Revenue Department (IRD) |
What it covers | Company structure, directors, shareholders, registered address | Revenue, expenses, profits, tax computation |
Deadline | 42 days after incorporation anniversary | Normally within one month of issue (extensions available) |
Fee | HK$105 (on time) | No filing fee |
Requires financials? | No | Yes — audited financial statements required |
Legal basis | Cap. 622, Section 662 |
Both are mandatory. Missing either one leads to penalties.
Who needs to file an annual return?
Must file an annual return:
- Private companies limited by shares
- Public companies
- Companies limited by guarantee
- Dormant companies (yes, even if you’ve had zero transactions all year)
Do not file an annual return:
- Sole proprietorships. Your annual obligation is renewing your Business Registration Certificate with the IRD.
- Partnerships. Same as above.
If your company is registered with the Companies Registry, you file an annual return.
If your company details changed during the year, do not wait until the annual return to fix them. File changes such as director updates, registered address changes, or company secretary changes with the Companies Registry first, then submit the NAR1 using the updated information. That helps you avoid filing an inaccurate return or having the form rejected.
When is the annual return deadline?
Private companies: File within 42 days of your incorporation anniversary. If your company was incorporated on 15 March, your annual return is due by 26 April each year.
Public companies: File within 42 days after your annual general meeting (AGM).
Companies limited by guarantee: Same as public companies, 42 days after the AGM, using Form NN3.
There are no extensions. The 42-day window is fixed.
How much does annual return filing cost in Hong Kong?
The annual registration fee depends entirely on when you file:
Private companies and companies limited by guarantee
When you file | Fee |
Within 42 days of anniversary | HK$105 |
More than 42 days but under 3 months late | HK$870 |
3 to 6 months late | HK$1,740 |
6 to 9 months late | HK$2,610 |
More than 9 months late | HK$3,480 |
Public companies
When you file | Fee |
Within 42 days of AGM | HK$140 |
More than 42 days but under 3 months late | HK$1,200 |
3 to 6 months late | HK$2,400 |
6 to 9 months late | HK$3,600 |
More than 9 months late | HK$4,800 |
The late fees are not negotiable. The Companies Registry applies them automatically based on your filing date.
Beyond the fees, persistent non-filing can lead to:
- Prosecution of directors and the company secretary (personal liability)
- Daily fines for continued non-compliance
- The company being struck off the Companies Register
How to file an annual return in Hong Kong
Step 1: Prepare the form
Source: Companies Registry
Download the latest NAR1 form from the Companies Registry website or use the e-Registry portal to file online. The form asks for your company’s details as of the incorporation anniversary date, not the date you are filling it in.
Check that every field matches your current records: registered address, directors, company secretary, shareholders, and share capital. If anything changed during the year (a director resigned, shares were transferred), those changes should already have been filed separately with the CR. The annual return then reflects the up-to-date position.
Step 2: Sign the form
A director or your company secretary must sign the form. For online filing through e-Registry, your authorised digital signatory handles this.
Step 3: Submit and pay
Submit the signed form with the HK$105 filing fee. You can file online through the e-Registry portal (faster, keeps a digital record) or deliver the paper form to the Companies Registry in person or by post.
After the CR processes your filing, your company’s public record on the Companies Register is updated.
What usually happens
A first-time founder incorporates in March, gets busy with the business, and forgets about the annual return entirely. Eleven months later, they get a letter from the Companies Registry. By then, the fee has climbed from HK$105 to HK$2,610, and they are scrambling to find their shareholder details and a company secretary to file the form.
Most company secretaries handle the entire process: they track the deadline, prepare the NAR1, confirm the details with you, file it, and pay the fee. If you have a company secretary in place, your only job is to confirm that nothing has changed (or tell them what did change).
The company secretary’s role in annual returns
Under Cap. 622, every Hong Kong company must have acompany secretary at all times. The company secretary is usually the person who:
- Tracks your filing deadline and sends you a reminder
- Collects updated details from directors and shareholders
- Prepares and reviews Form NAR1
- Files the form with the Companies Registry
- Maintains your statutory registers (which feed into the annual return)
- Flags any changes that need to be filed separately before the return
If you do not have a company secretary, you are already non-compliant and nobody is managing your annual return properly.
Common mistakes that lead to penalties
Missing the deadline because nobody tracked it
Your incorporation anniversary does not move. If you incorporated on 8 July, the deadline is 19 August every year. Put it in your calendar, or better yet, have your company secretary track it for you.
Filing with outdated information
If a director resigned six months ago and you never notified the Companies Registry, the annual return still shows them as a director. That makes the return inaccurate. File the change with the Registry first, then submit the annual return using the updated details.
Using an old version of the form
The Companies Registry updates forms periodically. Always download the latest version from cr.gov.hk or file online through e-Registry to avoid rejection. Using an outdated form can waste time and, if you are close to the deadline, push you into a higher fee band.
Confusing the annual return with tax filing
The annual return goes to the Companies Registry and covers company structure. The Profits Tax Return goes to the IRD and covers financials. They have different deadlines, different forms, and different government departments. Filing one does not mean you have dealt with the other.
Assuming a dormant company does not need to file
It does. Every company on the Companies Register files an annual return every year, regardless of whether it traded during the period. Dormancy does not remove the filing obligation.
When Sleek might not be the right fit
Sleek may not be the right fit if:
- Your company has a complex group structure across multiple jurisdictions.
- You need listed-company governance support, not just routine company secretarial compliance.
- You are looking for a specialist corporate governance firm rather than support for a private company or SME.
Sleek is usually a better fit for private companies, SMEs, and startups that want reliable, on-time compliance without the overhead.
How Sleek handles your annual return
Sleek handles annual return filing as part of a company secretary workflow designed for private companies that want the deadline covered properly.
With Sleek, you can:
- Rely on deadline tracking: We monitor your incorporation anniversary and make sure the 42-day filing window is not missed.
- Get the NAR1 prepared for you: We prepare the form, confirm the company details with you, and flag anything that should be updated before filing.
- Keep related compliance in one place: We also handle director changes, registered address updates, and statutory registers including the Significant Controllers Register.
- Avoid last-minute admin: You review the filing, approve it, and we handle submission through our company secretary service.
That gives your directors one less annual deadline to chase, and a lower risk of paying avoidable late fees.
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