Annual Return Filing in Hong Kong: A Step-by-Step Guide

Filing of annual returns is one of the key compliance tasks you can’t afford to miss when running a Hong Kong company. It’s a legal requirement, and failing to file on time can lead to serious penalties or even deregistration.

Still, many business owners, especially first-time directors or foreign entrepreneurs, often confuse the annual return with other filings or miss the due date altogether.

In this guide, we’ll walk you through everything you need to know about annual return filing in Hong Kong: what it is, when it’s due, and the steps to file it. Whether you’re managing your company yourself or working with a company secretary, this article will help you stay compliant and in control.

An annual return, also known as the NAR1 Form or annual return form, is a statutory document that provides a snapshot of your company's key details, such as the directors, company secretary, shareholders, share capital, and registered address. All companies incorporated in Hong Kong, except for listed companies and non-Hong Kong companies, are required to file it with the Companies Registry every year.

The requirement is set out under the Companies Ordinance (Cap. 622), which governs corporate compliance in Hong Kong.

One common mistake business owners make is confusing the annual return with the profits tax return. These are two completely different filings, submitted to different government departments for different purposes.

Here’s a quick comparison to help you tell them apart:

Every private limited company incorporated in Hong Kong must file an annual return with the Companies Registry within 42 days after the anniversary date of its incorporation every year, even if there have been no changes to the company’s structure.

For example, if your company was incorporated on 15 March, you must file your annual return by 26 April each year (the company's return date).

Public companies and companies limited by guarantee also have filing requirements, but follow different deadlines and disclosure obligations. Dormant companies, such as those that have no accounting transactions during the year, are exempt from the filing of annual returns, but they must have officially applied for dormant status.

In most cases, you won’t need to file the annual returns yourself. There are a number of service providers who can help file the annual returns on your behalf, such as: 

Every private limited company in Hong Kong is legally required to appoint a company secretary. They are responsible for filing the Annual Return (Form NAR1) with the Companies Registry.

A Company Secretary can be:

• A licensed corporate service provider (e.g. Statrys)
• An individual resident in Hong Kong

Corporate service providers, such as Statrys, can file annual returns (NAR1) on your behalf. In addition to taking care of annual returns filing, our services also include:

• Monitoring your deadlines
• Remind you of Business Registration Certificate (BRC) renewal
• Ensure compliance with the Companies Ordinance

The annual return summarises key information about your company, so it must include the following details: 

• Company particulars: Basic company information, including the company name, business registration number, type of company, and incorporation date, as stated on the Certificate of Incorporation.
• Director(s) and company secretary: Full names, ID or passport numbers, and correspondence addresses.
• Registered office address: The official address used in all company filings and communications.
• Share structure: Details on the number of issued shares, share classes, and total capital.
• Shareholder information: Names and addresses of current shareholders.
• Financial period to be covered: Only required for public companies and companies limited by guarantee. The period must align with the company’s financial year and accounting reference period.

These are the most common fields completed in an annual return. However, certain sections may vary depending on your company’s specific structure or recent changes. It is strongly recommended to notify your company secretary of any updates, such as changes in directors, shareholders, or share capital, so that accurate and up-to-date information is filed with the Companies Registry.

You can file the annual return in Hong Kong by two methods: electronically via the e-Registry or by physical delivery. Let’s go over the steps for each option in this section. 

Follow these steps to file electronically:

1. Register and log in to the e-Registry, the Companies Registry’s e-services portal.
2. Complete Form NAR1 with your company’s latest information.
3. Sign the form electronically using your registered user credentials.
4. Pay the filing fee of HKD 105 by credit card, PPS, or other supported payment methods.

If you prefer to file the return in person or by post, follow these steps:

1. Download Form NAR1 from the Companies Registry’s website in English or Chinese.
2. Fill out the form accurately and have it signed by a director or company secretary.
3. Submit the hard copy form either in person at 14/F, Queensway Government Offices, 66 Queensway, Hong Kong, or by post to the same address.
4. If sending by post, include a cheque made payable to “Companies Registry” for the filing fee.

Filing your annual return is a key compliance obligation. Failing to submit it on time or missing it entirely can lead to serious consequences, including:

• A substantially higher registration fee, ranging from HKD 870 to HKD 3,480, for the late filing of an annual return by a local private company.
• Prosecution of company officers under the Companies Ordinance.
• Strike-off risk, where the company may be deregistered for persistent non-compliance.

Timely filing is essential to maintain your company’s good standing and avoid unnecessary legal or financial trouble.

For busy entrepreneurs, time is a valuable resource. While setting up a company in Hong Kong is relatively straightforward, staying compliant requires attention to detail. From annual returns to record maintenance, there's a checklist that must be met to keep your business running smoothly.

Let Statrys handle the compliance side so you can focus on growing your business.

With Statrys, you benefit from:

• Timely filing reminders and submissions
• Accurate record-keeping with the Companies Registry
• One platform to manage your business account, company records, and annual obligations

Start with Statrys or switch to us today and stay compliant without the stress.