Written by Sneha, Corporate Secretary Lead A law graduate and member of CSIS & ICSI with direct experience advising clients on Hong Kong company compliance. Last reviewed March 2026. |
Key Takeaways
Every Hong Kong private limited company must file Form NAR1 (the annual return) within 42 days of its incorporation anniversary. Every year, even if nothing has changed.
The standard filing fee is HKD 105. A late filing triggers a penalty fee of HKD 870 to HKD 3,480 — plus the risk of prosecution and company deregistration.
The annual return goes to the Companies Registry. It is not the same as a profits tax return, which is filed separately with the Inland Revenue Department (IRD).
Your company secretary should handle annual return filing automatically. If they are not tracking your deadline, that is worth fixing.
If you run a private limited company in Hong Kong, the annual return is a compliance task that arrives every year — and one you cannot afford to miss. It is a legal requirement under the Companies Ordinance (Cap. 622), and the penalties for late filing are steep enough to cause real problems.
This guide explains what the annual return is, who must file it, when it is due, and how to submit it. It also covers the fees, penalties, and the difference between the annual return and a profits tax return — a distinction that regularly trips up first-time directors and overseas founders.
Research disclosure:
This guide draws on Statrys' experience supporting 10,000+ SMEs and incorporated companies in Hong Kong. It reflects our direct experience assisting clients with annual return compliance, alongside a review of the Companies Registry's official guidance as of March 2026.
What Is an Annual Return in Hong Kong?
An annual return is a statutory document filed each year with the Hong Kong Companies Registry. You submit it using Form NAR1, and it gives the Registry a confirmed snapshot of your company's key details as of the filing date.
The NAR1 captures:
- Company name, registration number, and incorporation date
- Names, ID or passport numbers, and correspondence addresses of all directors and the company secretary
- Registered office address
- Share structure: number of issued shares, share classes, and total capital
- Names and addresses of current shareholders
The annual return does not include financial statements or tax figures. It is a company information update — nothing more.
Note on terminology
You may see this form referred to as 'AR1' in some search results. The correct name used by the Hong Kong Companies Registry is NAR1. There is no separate AR1 form for local private companies.
Annual Return vs. Profits Tax Return: Not the Same Filing
This is the most common confusion among first-time directors and overseas founders. They are completely separate filings, submitted to different government departments.
| Annual Return | Profits Tax Return | |
|---|---|---|
| What it is | Company information update | Tax filing |
| Submitted to | Companies Registry | Inland Revenue Department (IRD) |
| Form | NAR1 | BIR51 (for corporations) |
| What it covers | Directors, shareholders, registered address, share structure | Revenue, profits, and tax liability |
| Deadline | 42 days after incorporation anniversary | Varies; typically 1 month from issue date (extensions available) |
| Penalty for late filing | HKD 870–3,480 higher registration fee; prosecution risk | Tax surcharge; prosecution risk |
Missing one does not excuse the other. Both are legal requirements with independent deadlines.
Useful Resource: Learn more about the Hong Kong corporate tax system, including current tax rates and how the offshore profits tax exemption works in our guides.
Who Must File the Annual Return, and When?
Every private limited company incorporated in Hong Kong must file an annual return each year — even if:
- The company had no transactions or activity during the year
- There were no changes to directors, shareholders, or the registered address
- The company is currently dormant
The deadline is 42 days after the anniversary of your incorporation date.
If your company was incorporated on 15 March, your return date is 15 March each year, and your filing deadline is 26 April.
How to find your return date
Log in to the Companies Registry's e-Registry portal. Your company profile shows the anniversary date and the current filing status.
What About Other Company Types?
| Company type | Filing deadline |
|---|---|
| Local private company | Within 42 days of incorporation anniversary |
| Local public company | Within 42 days of incorporation anniversary |
| Company limited by guarantee | Within 42 days of incorporation anniversary |
| Non-Hong Kong company (foreign company registered in HK) | Within 42 days of the HK registration anniversary |
This guide focuses on private limited companies. Non-Hong Kong companies have different disclosure requirements beyond the standard NAR1.
What Information Does the Annual Return (Form NAR1) Include?
| Section | What to include |
|---|---|
| Company particulars | Company name, CR number, company type, incorporation date |
| Registered office address | Current registered address used in all official filings |
| Directors and company secretary | Full names, ID or passport numbers, correspondence addresses of all directors and the company secretary |
| Share structure | Total issued shares, share classes, nominal value of each class |
| Shareholders | Names and addresses of all current shareholders |
| Financial period (public companies and companies limited by guarantee only) | Accounting reference period — does not apply to most private limited companies |
If any of these details have changed since your last filing — a new director, a change of address, a share transfer — update them in the NAR1 before submitting.
How to File the Annual Return in Hong Kong
There are two ways to file: online via the e-Registry, or on paper. Online is faster, more reliable, and recommended by the Companies Registry.
Option 1: File Online (Recommended)
- Log in to the Companies Registry's e-Registry portal.
- Select 'Annual Return' and search for your company using its CR number.
- Review the pre-filled company details. Update any information that has changed.
- Sign the form electronically using your registered credentials.
- Pay the filing fee of HKD 105 by credit card, PPS, or FPS.
- Download and save the acknowledgement receipt — this confirms successful submission.
Online filing updates the public register immediately and avoids any postal delays. It is the safest option if you are filing close to the 42-day deadline.
Option 2: File on Paper
- Download Form NAR1 from the Companies Registry website (available in English and Traditional Chinese).
- Complete all sections accurately. Have the form signed by a director or the company secretary.
- Submit by post or in person to: 14/F, Queensway Government Offices, 66 Queensway, Hong Kong.
- Include a cheque payable to "Companies Registry" for HKD 105.
Paper filing takes longer to process. If you are near the deadline, file online
Annual Return Filing Fees
The standard filing fee for a private limited company is HKD 105 — but only if you file within the 42-day window. Once that deadline passes, the fee increases sharply.
| Filing timing | Fee (private company) |
|---|---|
| On time (within 42 days of incorporation anniversary) | HKD 105 |
| Late: 43 days to 3 months | HKD 870 |
| Late: 3 to 6 months | HKD 1,740 |
| Late: 6 to 9 months | HKD 2,610 |
| Late: more than 9 months | HKD 3,480 |
The late fee is charged as a higher registration fee — it scales with how long past the deadline you file. There is no grace period beyond the initial 42-day window.
Penalties for Late or Missed Filing
A late filing is not just an extra fee. Under the Companies Ordinance (Cap. 622), persistent non-compliance carries more serious consequences:
- Higher registration fee: HKD 870 to HKD 3,480, depending on how late you file.
- Criminal prosecution: Company officers can be prosecuted for failing to comply with filing requirements.
- Deregistration: The Companies Registry can strike off companies that repeatedly fail to file. A struck-off company loses its legal standing — it cannot enter into contracts, hold assets, or operate.
Restoration of a struck-off company is possible but involves legal proceedings and is considerably more expensive than simply filing on time.
If you have already missed a deadline
File immediately. The longer you wait, the higher the fee and the greater the legal risk. Your company secretary or a licensed corporate service provider can file retrospectively on your behalf.
Who Files the Annual Return?
You do not need to file the NAR1 yourself. In practice, annual return filing is handled by the company secretary — a role that every private limited company in Hong Kong is legally required to fill.
The Company Secretary’s Role
Filing the annual return is a core responsibility of the company secretary. If you use a company secretary service — such as the one that handled your incorporation — they should be monitoring your return date and filing on your behalf without you needing to ask.
If your current company secretary is not tracking compliance deadlines proactively, that is worth addressing. A missed filing is avoidable when the deadline is managed correctly.
Who Qualifies as a Company Secretary?
The company secretary must be one of the following:
- An individual ordinarily resident in Hong Kong
- A body corporate with a registered office or place of business in Hong Kong (a licensed corporate service provider)
A sole director cannot simultaneously serve as the company secretary. If your company has more than one director, one director may take on the role.
How Statrys Handles Annual Return Filing
Statrys provides company secretary services for Hong Kong companies, with annual return filing included as standard.
What the service covers:
- Filing Form NAR1 on time, each year, without you needing to track the date
- Business Registration Certificate (BRC) renewal reminders and processing
- Registered address for your company in Hong Kong
- A single platform where you can view your company's compliance status alongside your business account and accounting records
Statrys has supported the incorporation and ongoing compliance of over 1,600 companies in Hong Kong. We are not a bank — we are a licensed corporate service provider and payment institution authorised to offer multi-currency business accounts.
If you are already incorporated but looking to consolidate your business account, accounting, and compliance administration into one platform, you can switch to Statrys at any time.
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FAQs
What is an annual return in Hong Kong?
An annual return is a statutory document filed each year with the Hong Kong Companies Registry using Form NAR1. It confirms your company's current details — directors, shareholders, company secretary, registered address, and share structure — as of the filing date. It is not a tax document and does not include financial statements.
