A Hong Kong private company (a company limited by shares) must file an Annual Return (Form NAR1) with the Companies Registry within 42 days of its incorporation anniversary. On-time filing costs $105; miss the deadline and the fee climbs to as much as $3,480, with the company and its officers facing possible prosecution on top of that. Public companies and guarantee companies work to a different filing date, covered below; an unlimited company (a sole proprietorship or partnership) is never incorporated at the Companies Registry, so it does not file an Annual Return at all.
Which companies have to file NAR1?
Only limited companies — companies actually incorporated at the Companies Registry, whether limited by shares, public, or limited by guarantee — need to file an Annual Return every year. An unlimited company is registered only under the Business Registration Ordinance, not at the Companies Registry, so it has no Annual Return to file; it only needs to keep its Business Registration renewed and its tax filings current. If you have not settled on a company type yet, our companion post on limited vs. unlimited companies in Hong Kong walks through the liability, tax and compliance trade-offs between the two.
When exactly is NAR1 due?
For a private company, the 42-day clock starts on the anniversary of the date the company was incorporated — not the calendar year, and not the date you happen to remember to file. A company incorporated on 10 March, for example, has until 21 April every year. Public and guarantee companies work differently: their filing date falls a set number of months after the end of the company's accounting reference period — 6 months for a public company, 9 months for a guarantee company — with the same 42 days to file counted from there. The form itself is only a snapshot — directors, shareholders, registered office, share capital — as of the date it is prepared. It is not a tax filing; Profits Tax returns go to the Inland Revenue Department separately, and that falls under accounting and tax filing, not the Companies Registry.
What happens if NAR1 is filed late?
The on-time registration fee is $105 for both private and guarantee companies (public companies pay $140), and the late fee for private and guarantee companies escalates the longer the return stays outstanding:
| Time late | Registration fee |
|---|---|
| Within 42 days (on time) | $105 |
| More than 42 days, up to 3 months | $870 |
| More than 3 months, up to 6 months | $1,740 |
| More than 6 months, up to 9 months | $2,610 |
| More than 9 months | $3,480 |
Beyond the fee, section 662 of the Companies Ordinance (Cap. 622) allows the court to fine the company and every responsible officer up to $50,000, plus a further $1,000 for each day the breach continues.
What's on the current NAR1 form?
The Companies Registry updated the NAR1 form with effect from 27 December 2023, and a filing submitted on the earlier version is returned unregistered. The current form asks for a few items that the earlier version did not: a business nature code, where applicable, matched against the Registry's own published list of business nature codes and descriptions; a Hong Kong contact phone number, where applicable; and a declaration of the company secretary's Trust or Company Service Provider (TCSP) licence status, which is mandatory — if the secretary is not required to hold a TCSP licence, the relevant box must be ticked and a reason stated. Getting these entries wrong is among the most common reasons the Registry sends a return back for correction.
NAR1 is not the same as notifying a change of particulars
This is the part first-time founders tend to miss: NAR1 is a once-a-year snapshot, not a running update. If a director, the company secretary, or the registered office address changes during the year, that change has to be reported separately within 15 days — it cannot wait for the next NAR1 filing, and missing that 15-day window carries its own penalty. Our company secretarial service handles that paperwork and the related government notifications on your behalf, alongside the Annual Return itself.
File it yourself, or hand it to a company secretary?
NAR1 looks simple on paper, but a company's details shift more often than founders expect, and the form's business nature code and TCSP declaration give it more places to go wrong — a mismatched entry gets the whole return sent back, which can push a company past its own deadline. Our company secretarial service prepares and files the Annual Return on schedule for private company clients (the $105 government fee is billed separately) and keeps director and shareholder records in sync as they change, so nothing slips past the 42-day window. If you are still at the incorporation stage, our step-by-step guide to setting up a Hong Kong limited company covers the process from registration through to ongoing compliance.
