Hong Kong Annual Return (Form NAR1) is the statutory return that a local Hong Kong company delivers to the Companies Registry under section 662 of the Companies Ordinance (Cap. 622). For a local private company, the return is generally due within 42 days after the anniversary of incorporation or, for a re-domiciled private company, the anniversary of re-domiciliation. The current on-time registration fee is HK$105.
This article focuses on local private companies. Public companies, companies limited by guarantee, and registered non-Hong Kong companies follow different return-date or filing rules.
Key Takeaways
- Section 662 of the Companies Ordinance (Cap. 622) requires a local private company to deliver its annual return within 42 days after its return date, except in the year of incorporation or, for a re-domiciled company, the year of re-domiciliation.
- A local private company currently pays HK$105 when NAR1 reaches the Companies Registry within the prescribed period. Late registration fees rise to HK$870, HK$1,740, HK$2,610, or HK$3,480 depending on when the Registry receives the return.
- Late filing can create two separate consequences: a higher registration fee and possible prosecution under section 662. The Companies Registry states that the maximum penalty on conviction is HK$50,000 for each breach, plus a daily default fine of HK$1,000 for a continuing offence.
- NAR1 does not replace Business Registration renewal, Profits Tax Return filing, bookkeeping, or any statutory audit that the company must complete.
- A company that has formally become dormant under section 5 may qualify for an NAR1 exemption under section 663. Informal inactivity does not create statutory dormancy.
What Law Governs Hong Kong Form NAR1?
Hong Kong Form NAR1 sits under the Companies Ordinance (Cap. 622). The Companies Registry administers the filing, while the legislation sets the duty, timing, and consequences.
- Section 662 of the Companies Ordinance (Cap. 622) sets the annual-return filing duty and the applicable return-date rules for local companies.
- The Companies (Fees) Regulation (Cap. 622K) sets the annual registration fees, including the higher fees for late delivery.
- Section 663 of the Companies Ordinance provides the annual-return exemption for companies that have become dormant under the statutory process.
- Section 447 of the Companies Ordinance provides an audit exemption for companies that are formally dormant.
- The Companies (Amendment) (No. 2) Ordinance 2025, which came into operation on 23 May 2025, added rules for companies that re-domicile to Hong Kong.
The rules in this article use the current Companies Registry guidance for local private companies. A registered non-Hong Kong company uses Form NN3 rather than NAR1 and follows a separate fee schedule.
When Is the Hong Kong NAR1 Filing Deadline?
A local private company must deliver NAR1 within 42 days after its return date. For an ordinarily incorporated private company, the return date is the anniversary of incorporation. For a re-domiciled private company, it is the anniversary of the re-domiciliation date.
For example, a private company incorporated on 1 July 2025 reaches its first relevant anniversary on 1 July 2026. Its 42-day filing period ends on 12 August 2026. The Companies Registry also provides an Annual Return Filing Calculator for companies that want to check a specific due date.
The Registrar of Companies has no general power to extend this statutory filing period. For that reason, you should treat the incorporation or re-domiciliation anniversary as a fixed compliance date rather than wait for a reminder.
Notes from InvestinAsia Consultants
Our consultants advise foreign founders to track the NAR1 anniversary separately from tax dates. The Companies Registry filing and the Inland Revenue Department calendar run on different triggers, so combining them into one generic annual deadline makes missed dates more likely.
Do You File NAR1 in the First Year of Incorporation or Re-domiciliation?
A Hong Kong private company does not file an annual return for the year in which it is incorporated. A private company that re-domiciles to Hong Kong also does not file an annual return for the year of re-domiciliation.
The recurring filing cycle starts with the next relevant anniversary. An ordinarily incorporated company uses its incorporation anniversary. A re-domiciled company uses its re-domiciliation anniversary.
Hong Kong introduced its company re-domiciliation regime on 23 May 2025 under the Companies (Amendment) (No. 2) Ordinance 2025. For example, if a private company re-domiciles to Hong Kong on 10 June 2026, its first recurring return date is 10 June 2027, and the 42-day period ends on 22 July 2027.
If you are still planning the entity itself, our guide to registering a Hong Kong company separates the Registry filing timeline from the banking and operational work that follows.
What Information Do You Need to File Form NAR1?
Form NAR1 reports the company’s particulars as at its return date. The Companies Registry states that the return includes information such as the registered office, members, directors, and company secretary.
- Confirm the company name and identifying particulars required by the current form.
- Report the registered office details as they stand on the return date.
- Review the share-capital information that applies to the company.
- For a non-listed company, complete Schedule 1 with the required particulars of members and their shareholdings even if those particulars have not changed since the previous annual return.
- Check the directors and the particulars requested in the current form.
- Confirm the company secretary and the relevant registered particulars.
The e-Services Portal can prefill company particulars from the Registry’s records. You still need to review the information before submission.
NAR1 also does not replace event-driven filings. If the company changed a director, company secretary, registered office, or another registrable particular and has not reported that change through the required form, the Companies Registry instructs the company to submit the applicable change document as well.
How Do You File a Hong Kong Annual Return?
A local private company can submit NAR1 electronically or in hard copy. The Companies Registry accepts the annual return in English or Chinese.
- Confirm the incorporation or re-domiciliation anniversary and calculate the end of the 42-day filing period.
- Review the company’s registered particulars and identify any changes that still require separate notification.
- Complete the current Form NAR1 using information that is accurate as at the return date.
- Make sure an eligible director or the company secretary signs the return when the filing method requires a signature.
- Pay the correct registration fee for the date on which the Registry receives the filing.
- Submit the return through an accepted Companies Registry channel and keep evidence of successful delivery or registration.
The delivery date matters. The Companies Registry states that a paper return sent by post does not count as delivered if the Registrar has not received it. A return without the required signature or correct fee can also be rejected as an unsatisfactory document. In that case, the Registry calculates the fee according to the date of re-delivery, which can push the company into a higher fee tier.
Can You File NAR1 Online in 2026?
Companies can file NAR1 electronically through the Companies Registry’s e-Services Portal. The portal operates as a 24-hour filing channel.
From 17 August 2026, eligible individual directors and company secretaries holding an iAM Smart+ account can use designated e-Filing Services for Unregistered Users to submit Form NAR1 electronically without first registering a user account and subscribing to the standard e-Filing Services. Companies Registry External Circular No. 1/2026 sets out the eligibility and process.
Do not assume that every overseas director can use iAM Smart+. Eligibility depends on the individual filer and the iAM Smart+ requirements. A company can still use the standard e-Services route or arrange filing through its corporate secretary where appropriate.
The Companies Registry also offers an Annual Return e-Reminder Service. For a subscribed local private company, the Registry sends the electronic reminder on the incorporation anniversary. For a re-domiciled private company, it sends the reminder on the anniversary of re-domiciliation.
The reminder does not transfer the filing duty to the Registry. The company and its officers remain responsible for delivering NAR1 within the statutory period.
How Much Does It Cost to File NAR1?
A local private company currently pays a HK$105 annual registration fee when the Companies Registry receives NAR1 within 42 days after the applicable return date. The Companies (Fees) Regulation (Cap. 622K) sets a higher fee when the company files late.
| When the Annual Return Is Delivered | Registration Fee |
|---|---|
| Within 42 days after the return date | HK$105 |
| More than 42 days but within 3 months after the return date | HK$870 |
| More than 3 months but within 6 months after the return date | HK$1,740 |
| More than 6 months but within 9 months after the return date | HK$2,610 |
| More than 9 months after the return date | HK$3,480 |
The Registrar cannot waive these higher registration fees. The HK$105 figure is a government filing fee for NAR1, not a corporate-secretarial, accounting, tax, or company-setup service fee.
What Happens If You File a Hong Kong Annual Return Late?
Late NAR1 filing can trigger a higher registration fee and prosecution exposure. The higher fee depends on how late the return arrives. The criminal consequence comes from section 662 of the Companies Ordinance.
The Companies Registry states that a company and every responsible person may face prosecution for failure to comply. If convicted, the maximum penalty is HK$50,000 for each breach. A continuing offence can also carry a daily default fine of HK$1,000.
Those amounts are maximum statutory penalties, not an automatic charge added to every late filing. A court determines the outcome after prosecution and conviction. The higher registration fee remains a separate filing cost, and paying it does not erase the missed statutory deadline.
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What Happens If the NAR1 Deadline Falls on a Weekend or Public Holiday?
The Companies Registry applies different rules to Saturdays and to Sundays or public holidays. This distinction matters because an ordinary Saturday does not push the NAR1 deadline to Monday.
Sundays and public holidays count when you calculate the 42-day period. If day 42 falls on a Sunday or public holiday, the due date moves to the following day that is neither a Sunday nor a public holiday.
If day 42 falls on a Saturday that is not a public holiday, the deadline stays on that Saturday. Filing on the following Monday can therefore be late. If the Saturday is also a public holiday, the public-holiday rule applies.
Electronic filing gives companies a 24-hour channel, but you should still file before the final day where possible. A rejected submission can change the effective delivery date.
Does a Dormant Hong Kong Company Need to File NAR1?
A company that has formally become dormant under section 5 of the Companies Ordinance can qualify for an annual-return exemption under section 663. A company does not gain that status merely because it has no sales, no employees, or no current trading activity.
The Companies Registry states that a private company can become dormant by passing the required special resolution and delivering it to the Registrar for registration. The effective date is the delivery date or a later date specified in that resolution.
Timing can still create an NAR1 obligation for the year in which dormancy starts. If the effective dormancy date falls after the 42nd day following the relevant incorporation anniversary, the private company still has to deliver the annual return for that year.
A dormant company ceases to be dormant if it enters into an accounting transaction or follows the statutory process to resume such transactions. The NAR1 exemption then stops applying from the relevant date.
| Status | What It Means | NAR1 Position | Audit Position |
|---|---|---|---|
| Inactive in practice | The company has little or no activity but has not completed the statutory dormancy process. | The ordinary NAR1 rules still apply. | Do not assume an audit exemption. |
| Statutory dormant company | The company has become dormant under section 5 through the required resolution and registration process. | Section 663 can exempt the company while dormancy applies, subject to the timing rules. | Section 447 exempts a formally dormant company from the statutory audit requirement. |
| Deregistered company | Deregistration is a separate formal process for removing a qualifying company from the register. | Do not use “dormant” and “deregistered” as interchangeable terms. | The close-down process raises separate accounting and tax questions. |
Notes from InvestinAsia Consultants
Before treating a company as exempt from NAR1, our consultants recommend checking the statutory dormancy record and its effective date. “No trading this year” and “dormant under section 5” describe different legal positions.
Is NAR1 the Same as a Hong Kong Tax Return or Annual Audit?
NAR1 is separate from a Hong Kong Profits Tax Return, Business Registration renewal, and any statutory financial-statement audit that the company must complete. Each obligation has a different legal purpose and can follow a different timetable. A company that is formally dormant under section 5 of the Companies Ordinance is exempt from the statutory audit requirement under section 447.
| Requirement | Main Authority or Legal Basis | Main Purpose | Typical Trigger |
|---|---|---|---|
| Form NAR1 | Companies Registry and Companies Ordinance (Cap. 622) | Reports statutory company particulars | Incorporation or re-domiciliation anniversary for a private company |
| Business Registration renewal | Inland Revenue Department | Renews the Business Registration Certificate | Certificate renewal cycle |
| Profits Tax Return | Inland Revenue Department | Reports information for profits-tax assessment | Tax return issued by the Inland Revenue Department |
| Statutory audit, where required | Companies Ordinance (Cap. 622); audit performed by an eligible auditor | Audits the company’s financial statements | Annual financial-reporting cycle, subject to statutory exemptions |
For the tax side, our guide to Hong Kong profits tax explains the two-tier rates and filing context. If your company earns income outside Hong Kong, our separate guide to Hong Kong offshore tax treatment explains why territorial taxation still requires a separate tax analysis.
A company can therefore have a current NAR1 while its tax or accounting work remains outstanding. The opposite can also happen. Keep each obligation on its own compliance calendar.
How Much Should You Budget for Hong Kong Annual Compliance?
The HK$105 NAR1 fee covers the government registration of an on-time annual return for a local private company. It does not cover company-secretarial work, accounting, tax filing, or other professional services.
As checked on 10 September 2026, our group’s published Hong Kong company-registration pricing lists the Essential package at USD 2,644 and the Complete package at USD 5,109. The Essential package covers incorporation and core statutory setup. The Complete package adds one year of registered-address support plus accounting and tax filing for up to 600 transactions per year. Package pricing and scope can change.
The same group pricing page currently shows an estimated annual compliance figure of about USD 2,031 under the label “Dormant” and about USD 3,406 for a company with revenue below HKD 5 million. These are commercial service estimates, not Companies Registry fees.
Because “dormant” has a specific legal meaning in Hong Kong, confirm what the USD 2,031 service estimate covers before using it as a budget for a statutory dormant company. The Inland Revenue Department confirms that a company formally dormant under section 5 is exempt from preparing audited financial statements under section 447.
A Hong Kong trading company can also need more accounting work than a company with little activity because its records may include purchases, sales, freight, inventory, bank movements, and foreign-currency transactions.
If you manage a Hong Kong company from abroad, the practical problem is keeping the company secretary, NAR1, accounting, and tax work on one controlled schedule. Our Hong Kong company setup and compliance support can help you coordinate the initial structure and the ongoing services that match your actual activity.
How Can Foreign Founders Reduce the Risk of Missing NAR1?
Foreign founders can reduce NAR1 risk by building the filing around the statutory return date rather than around a general year-end checklist.
- Record the incorporation or re-domiciliation anniversary as soon as the company enters your compliance calendar.
- Start the NAR1 review before day 42 so there is time to correct incomplete records or submit separate change forms.
- Keep the company secretary informed when directors, members, addresses, or other registrable particulars change.
- Use the Companies Registry e-Reminder Service as a backup control rather than the only reminder.
- Check that the Registry has actually received the filing. Posting a form does not, by itself, satisfy the delivery requirement.
- Track NAR1, Business Registration, tax filings, bookkeeping, and audit work as separate obligations with separate triggers.
The same discipline helps when a company grows from a simple holding structure into an operating business. Transaction volume and tax work may change, but the statutory NAR1 deadline still follows the applicable return date.
What Should You Do If Your NAR1 Is Already Late?
If NAR1 is already overdue, first confirm the correct return date and identify every outstanding annual return. Then review the company’s registered particulars before submitting the overdue filing.
The applicable registration fee depends on how late each return is when the Registry receives it. If directors, members, the registered office, or the company secretary changed during the period, check whether separate change filings also remain outstanding.
Do not treat payment of the higher registration fee as a full cure for the compliance failure. Section 662 creates separate prosecution exposure, and the company may have unrelated tax or corporate filings that also need attention.
Need a cleaner compliance plan for your Hong Kong company?
Review the company setup, corporate secretary, registered address, accounting, and tax support available for your Hong Kong structure.
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https://www.cr.gov.hk/en/faq/local-company/annual-return.htm - Companies Registry, Hong Kong SAR Government. (n.d.). Major Fees under the Companies Ordinance. Retrieved September 10, 2026, from:
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https://www.cr.gov.hk/en/faq/companies-ordinance/co-account-audit.htm - Inland Revenue Department, Hong Kong SAR Government. (n.d.). FAQ on Completion of Profits Tax Returns BIR51 and BIR52. Retrieved September 10, 2026, from:
https://www.ird.gov.hk/eng/faq/cpt51.htm - Hong Kong e-Legislation, Department of Justice, Hong Kong SAR Government. (n.d.). Companies Ordinance (Cap. 622), current consolidated text. Retrieved September 10, 2026, from:
https://www.elegislation.gov.hk/hk/cap622!en - Companies Registry, Hong Kong SAR Government. (n.d.). Companies (Amendment) (No. 2) Ordinance 2025: Company Re-domiciliation Regime, Frequently Asked Questions. Retrieved September 10, 2026, from:
https://www.cr.gov.hk/en/legislation/co2025/redomiciliation/faq.htm - vOffice Group. (n.d.). Hong Kong Company Registration Service (Limited Company). Retrieved September 10, 2026, from:
https://voffice.co.id/en/services/company-registration-hongkong
