- These are not one filing with two names. The annual return goes to the Companies Registry; the Profits Tax Return goes to the Inland Revenue Department.
- They ask for different things. A private company’s annual return (NAR1) is a particulars snapshot with no financial figures. A Profits Tax Return (BIR51) needs accounts and a tax computation.
- Two clocks, not one. NAR1 runs from your incorporation anniversary. The Profits Tax Return runs from the date the IRD issues it.
- Filing one does nothing for the other. The two departments don’t pass your paperwork between them.
- Going quiet doesn’t pause either filing. Formal dormancy does, and being inactive is not the same thing.
- Annual return (NAR1): filed with the Companies Registry within 42 days after your incorporation anniversary, fee HK$105 on time, no accounts for a private company.
- Profits Tax Return (BIR51): filed with the IRD, usually within one month of the issue date. No filing fee, but tax may be payable, and accounts plus a computation are normally required.
- Do both: neither discharges the other, and the penalties are separate.
- First year: NAR1 arrives on your first anniversary; your first Profits Tax Return usually turns up much later.
Annual return vs Profits Tax Return filings both use the word “return”, but they serve completely different purposes. The annual return (NAR1) goes to the Companies Registry, while the Profits Tax Return (BIR51) goes to the Inland Revenue Department (IRD). They have different information requirements, deadlines, and penalties.
For a private company, the annual return is mainly a corporate information filing. The Profits Tax Return is a tax filing that normally requires financial statements and a tax computation. Filing one doesn’t satisfy the other.
In this guide, you’ll learn:
- Which department receives each filing
- What the annual return and Profits Tax Return contain
- Why their deadlines don’t line up
- What happens if you file late
- How formal dormancy affects the two obligations
Are an annual return and a Profits Tax Return the same thing?
No. They’re separate filings under different laws, submitted to different government departments. The annual return records the company’s corporate particulars; the Profits Tax Return reports its tax position.
Here’s the whole comparison in one place, for a private company limited by shares:
Annual return (NAR1) | Profits Tax Return (BIR51) | |
Filed with | Companies Registry | Inland Revenue Department |
Governed by | Companies Ordinance (Cap. 622), section 662 | Inland Revenue Ordinance |
What it reports | Officers, members, registered office, share capital | Assessable profits |
Deadline | Within 42 days after the incorporation anniversary | Usually one month from the IRD issue date |
Government fee | HK$105 on time | No filing fee, though tax may be payable |
Accounts attached? | No, for a private company | Yes, normally audited accounts plus a computation |
If you’re late | Higher registration fees from HK$870 to HK$3,480, plus prosecution and strike-off risk | Fine up to HK$10,000, up to three times the tax undercharged, estimated assessment |
There are two important qualifications:
- Public companies follow a different annual-return timetable and file certified financial statements.
- Guarantee companies have their own return date. The “no accounts” point above applies to private companies, not every company type.
What does each filing contain?
The annual return is a snapshot of the company. The Profits Tax Return is a tax calculation.
Annual Return (NAR1)
For a private company, the NAR1 records information such as:
- Registered office
- Directors and company secretary
- Members and their shareholdings
- Share capital
It doesn’t report the company’s profit or loss. Even if nothing changed during the year, the annual return still needs to be filed.
Profits Tax Return (BIR51)
The Profits Tax Return reports the company’s assessable profits. For most companies, it’s submitted with:
- Audited financial statements
- A tax computation
The audit therefore relates to the tax filing, not the annual return.
Which Profits Tax form does a company use?
For corporations, the relevant return is BIR51. Other forms apply to different taxpayer types, including partnerships and non-resident businesses.
When is each one due?
The annual return follows your company’s incorporation anniversary. The Profits Tax Return follows the IRD’s issue date. Because they run on different schedules, you need to track both separately.
|
Annual return (NAR1) |
Profits Tax Return |
|
|
Clock starts |
Anniversary of your incorporation date |
The IRD’s issue date on the return |
|
You get |
42 days after that anniversary |
Generally one month from the issue date |
|
Predictable? |
Yes. The date never moves |
No. You wait for the letter |
|
Linked to your year end? |
No |
Yes, if a block extension applies |
Annual Return deadline
For a private company, the annual return is due within 42 days after the anniversary of the date of incorporation. The date doesn’t change with your financial year-end and isn’t linked to the IRD’s tax-return cycle.
You can find your financial year-end rules in the financial year end guide.
Profits Tax Return deadline
The Profits Tax Return follows the issue date shown on the return from the IRD. GovHK says it should generally be filed within one month of the issue date. The IRD’s bulk issue generally takes place on the first working day of April.
If you have a tax representative, you may qualify for the block extension scheme, with the actual deadline depending on your year-end code. See the Profits Tax filing deadline guide for the relevant dates.
What happens in the first year?
The two deadlines can be far apart.
Your first NAR1 is due 42 days after your first incorporation anniversary, while your first Profits Tax Return generally arrives much later. GovHK says a newly registered business will generally receive its first return around 18 months after it starts trading or is incorporated, so always check the deadline printed on the return itself.
That means a new company may need to file its annual return well before its first Profits Tax Return arrives. Not receiving a tax return yet doesn’t mean there are no corporate filing obligations.
Your annual return runs from your incorporation anniversary, not from your financial year end and not from the IRD's April bulk issue. Incorporate in September and NAR1 is an autumn job every year, whatever your accounting date. Filing it "at tax time" is how companies discover the late fee.
What does each filing cost, and what happens if you file late?
The annual return and Profits Tax Return have different costs, deadlines, and penalties. For a private company, the annual return costs HK$105 when filed on time, while the Profits Tax Return has no filing fee but can attract penalties for late filing.
Annual Return fees for a private company
The Companies Registry charges a higher registration fee when an annual return is filed late:
|
How late? |
Rregistration fee |
|
Filed on time |
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 Companies Registry states that the Registrar doesn’t have the power to waive these higher fees. Late filing can also expose the company and its officers to prosecution and can contribute to strike-off action.
Profits Tax Return penalties
There’s no fee to file a Profits Tax Return, but late filing can result in penalties.
The IRD’s stated maximum includes a HK$10,000 fine under section 80(2) of the Inland Revenue Ordinance, as well as a further penalty of up to three times the tax undercharged. The IRD may also issue an estimated assessment based on its own figures.
That’s why the two filings should be treated separately: the annual return has a late-fee ladder, while the Profits Tax Return has a penalty regime.
If you file one, have you filed the other?
No. The Companies Registry and IRD filings are independent. Filing a BIR51 doesn’t prevent annual-return fees or other Companies Registry consequences, and filing NAR1 doesn’t satisfy a Profits Tax Return.
This is an easy mistake to make when an accountant handles the tax filing and the company secretary handles corporate filings.
For example:
- Your accountant files BIR51 on time.
- Your annual return is still outstanding with the Companies Registry.
- Or your company secretary files NAR1 on time while a Profits Tax Return issued by the IRD remains outstanding.
The safest approach is to treat them as two separate compliance deadlines.
The Companies Registry and the IRD have no "we received the other form" feed between them. A filed BIR51 does not stop annual return late fees accruing, and it does not protect you from strike-off action. Each department only knows about the filing it received.
Does a dormant or inactive company still file both?
Being inactive changes nothing. Being formally dormant changes the annual return. The two words aren’t interchangeable.
| Stopped trading (inactive) | Formally dormant | |
|---|---|---|
| What it takes | Nothing. You simply stop trading | A special resolution delivered to the Registrar under section 5 |
| Annual return | Still due every year, with the fees and the late ladder | Not required (section 663) |
| Profits Tax Return | File it if the IRD issues one | File it if the IRD issues one |
| Audited accounts | Required | Exempt (section 447) |
If your company has simply stopped trading, it remains an ordinary company in every respect that matters to the Registry.
Watch the timing on the year you declare. The Registry’s dormant companies FAQ says the annual return is still due for that year if the effective date of dormancy falls after the 42nd day after your incorporation anniversary. Declare late in your compliance year and you still owe that year’s filing.
Tax doesn’t switch off the same way. If the IRD issues a Profits Tax Return, you file it. You can file it without audited accounts, though: a company that has delivered a section 5 resolution is exempt from preparing them under section 447, and the IRD accepts dormant companies’ returns on that basis. The steps are on the dormant company page.
What mistakes do companies make when dealing with the two returns?
Treating the annual return as a tax return
They’re completely different filings. NAR1 concerns company particulars and doesn’t include a profit figure or accounts.
Waiting until tax season to file the annual return
The annual return follows the incorporation anniversary, not the tax calendar. Waiting for April can therefore leave the company late without realising it.
Assuming no profit means there’s no Profits Tax Return
If the IRD has issued a return, it still needs to be addressed. A company reporting no taxable profit doesn’t automatically have no filing obligation.
Assuming that stopping trading stops the annual return
It doesn’t. Unless the company has formally entered dormancy under the relevant Companies Ordinance process, the ordinary annual-return requirement continues.
Using the wrong Profits Tax form
BIR51 is the corporation return. Other forms apply to other taxpayer categories, so the correct form depends on the entity and taxpayer status.
When might Sleek not be the right fit?
Some situations go beyond routine filing support. Another adviser may be more appropriate if you:
- Are disputing an estimated assessment or a complex penalty matter
- Need advice or drafting around a formal dormancy resolution
- Need specialist advice on two-tier profits tax rates, offshore claims, or transfer pricing
- Need legal or tax advice on a disputed filing position
When might Sleek be a suitable fit?
Sleek may be suitable when you need help keeping the two separate compliance calendars organised.
This may include situations where:
- You’ve received a government letter and aren’t sure which filing it relates to
- You want the annual return and Profits Tax Return tracked together
- Your accounts need to be prepared for audit and tax filing
- You’re already late and need to understand the relevant fee or penalty position
How Sleek helps with both clocks
The annual return and Profits Tax Return are separate obligations, but their administration can be coordinated.
Depending on the service scope, Sleek can support areas such as:
- Annual return filing: company secretary services covering NAR1 and statutory records
- Accounting and tax preparation: maintaining the books and preparing the information needed for the tax return
- BIR51 filing: preparing the Profits Tax computation from the underlying accounting records
- Deadline tracking: keeping the corporate and tax deadlines visible so one doesn’t get overlooked
If you’re already late, the appropriate next step depends on which filing is overdue and how long it’s been outstanding.
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FAQs about annual returns and Profits Tax Returns
No. The annual return is a Companies Ordinance filing for registered companies. A sole proprietor instead deals with business registration and the relevant Profits Tax filing for an unincorporated business.
No. The annual return is based on the company’s incorporation anniversary, so changing the accounting year-end doesn’t change that date. Tax filing dates can be affected because they follow the company’s accounting period and applicable extension arrangements.
No. They’re separate obligations. Business registration is an IRD matter with its own renewal cycle, while the annual return is filed with the Companies Registry.
No. The no-accounts point applies to private companies. Public companies have a different annual-return timetable and file certified copies of their financial statements, directors’ report, and auditor’s report.
Yes. The Companies Registry’s records and the IRD’s tax-filing records are separate. Filing the Profits Tax Return doesn’t resolve an outstanding annual return.
