Key Takeaways
- A local private company's Form NAR1 is generally due within 42 days after its incorporation or re-domiciliation anniversary.
- The annual registration fee for a private company is HK$105 on time and rises through HK$870, HK$1,740, HK$2,610 and HK$3,480 as delivery becomes later.
- Sundays and public holidays count within the 42-day period; if day 42 itself is a Sunday or public holiday, the deadline moves to the next day that is neither.
- A Saturday does not by itself extend the NAR1 deadline unless that Saturday is also a public holiday.
- Form NAR1 records company particulars as at the return date, including the registered office, shareholders, directors and company secretary.
- From 17 August 2026, eligible individuals with iAM Smart+ can electronically submit NAR1 through e-Filing Services for Unregistered Users without opening a full e-Services Portal account.
- Formal dormant status can exempt a private company from annual-return delivery, but simply having no trading activity does not by itself remove the NAR1 obligation.
When is the Hong Kong annual return (NAR1) due?
For overseas founders running a Hong Kong company in 2026, Form NAR1 is the annual return that must reach the Companies Registry within 42 days after the company’s incorporation anniversary. For a local private company, the return date is the anniversary of incorporation, or the anniversary of re-domiciliation where applicable. The Companies Registry annual-return FAQ confirms the 42-day delivery period.
The calendar rule is easy to misread. Sundays and public holidays are included when counting the 42 days. If the 42nd day itself falls on a Sunday or public holiday, the due date moves to the next day that is neither. A Saturday that is not a public holiday does not create the same automatic extension. That makes it safer to calculate the statutory date from the anniversary rather than treating the filing as simply “due sometime next month.”
The annual return is separate from tax filing and Business Registration Certificate renewal. Captime’s Hong Kong tax deadlines and compliance calendar places these obligations on separate clocks: NAR1 follows the company anniversary, while tax and business-registration obligations follow their own statutory dates.
NAR1 fees in 2026: on time vs late
As of 4 September 2026, a local private company pays HK$105 when Form NAR1 is delivered within 42 days after its return date. The registration fee rises sharply after that window, and the Registrar of Companies has no power to waive the prescribed higher registration fees. The bands are set out in the Companies Registry Form NAR1 fee schedule.
| Delivery of Form NAR1 (private company) | Registration fee |
|---|---|
| Within 42 days after the return date | 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 after the return date | HK$3,480 |
These amounts are escalating registration fees for late delivery, not a separate fixed “late fine.” Late delivery can nevertheless also be an offence. The Companies Registry guidance for local private companies states that the company and every responsible person may be prosecuted; on conviction, the maximum penalty is HK$50,000 for each breach, with a daily default fine of HK$1,000 for a continuing offence.
Public-company fee bands are different and should not be mixed with the private-company table above. The figures in this article apply to a local private company filing Form NAR1.
What NAR1 reports as at the return date
Form NAR1 is a snapshot of key company particulars as at the return date. The Companies Registry describes the annual return as containing particulars such as the registered-office address, shareholders, directors and company secretary. The local private company annual-return page sets out that reporting purpose.
The form also contains share-capital and member information where applicable. The official Form NAR1 specimen and notes show, for example, that a company with share capital reports details of issued and paid-up share capital as at the date of the return.
| NAR1 item to review | What to confirm as at the return date | Why it matters before filing |
|---|---|---|
| Registered office | The company’s current registered office address in Hong Kong | NAR1 reports the registered office as at the return date. |
| Directors | The directors and their reportable particulars are current | Director information forms part of the company particulars reported in NAR1. |
| Company secretary | The appointed company secretary and relevant particulars are current | The company secretary is one of the key particulars reported in the annual return. |
| Shareholders / members | The relevant shareholder or member information is accurate | NAR1 records shareholder or member information as applicable. |
| Share capital | Issued and paid-up share-capital details are accurate where applicable | A company with share capital reports these details in Form NAR1. |
An annual return is not a substitute for event-driven filings. If the registered office, directors, company secretary or other reportable particulars change, the Companies Ordinance may require a separate notification within the applicable deadline. The NAR1 is therefore an annual snapshot, not a mechanism for postponing change notifications until the anniversary.
How to file NAR1 on the e-Services Portal
Form NAR1 can be delivered electronically through the Companies Registry’s e-Services Portal, while hard-copy delivery remains available. Electronic submission uses the Registry’s e-Filing Services, which cover specified forms and documents under the Companies Ordinance. The Companies Registry document-submission guidance explains the e-Filing Services route.
A major 2026 change applies from 17 August 2026. An individual director or company secretary registered for iAM Smart+ can use designated e-Filing Services for Unregistered Users to submit Form NAR1 and Form NR1 electronically without first registering for a full e-Services Portal user account and subscription. The change is confirmed in Companies Registry External Circular No. 1/2026.
- Confirm the company’s return date and calculate the 42-day filing window.
- Review the company particulars that must be reported as at that return date.
- Prepare Form NAR1 and check the registered office, officers, shareholders or members and share-capital information.
- Arrange signature by an authorised signatory — a director or the company secretary.
- Submit electronically through the applicable e-Filing route, or deliver a properly signed hard copy with the correct registration fee.
- Keep evidence of successful delivery and registration rather than treating preparation alone as completion.
For founders managing several Hong Kong compliance dates remotely, the practical distinction is between preparing the form and successfully delivering an acceptable filing. A rejected submission can still leave the company exposed to the original deadline.
Who may sign Form NAR1?
Form NAR1 may be signed by a director or the company secretary. For hard-copy filing, the Companies Registry expressly requires the annual return to be printed and signed by one of those persons before delivery with the correct fee. The same officer roles matter in electronic filing, although the electronic-user requirements depend on the filing route.
For overseas founders, director status and company-secretary eligibility are different questions. A non-Hong Kong resident can be a director, but an individual company secretary must ordinarily reside in Hong Kong; a corporate company secretary must have its registered office or place of business in Hong Kong. The Companies Registry directors and company secretary FAQ also confirms that the sole director of a private company cannot simultaneously act as that company’s secretary.
This is why many non-resident founders appoint a Hong Kong provider for the secretary role. Captime’s company secretary service includes statutory filing support and Annual Return (NAR1) preparation as part of ongoing company compliance. Captime’s guide to Hong Kong company secretary requirements in 2026 explains the appointment rules and annual compliance calendar in more detail.
What happens if NAR1 is late or rejected?
A late NAR1 can trigger a higher registration fee and potential prosecution, while a rejected NAR1 is not treated as successfully delivered. The Companies Registry warns that an improperly signed annual return or one submitted without the correct fee is an unsatisfactory document and will be rejected; the applicable registration fee is then assessed by reference to successful redelivery.
That distinction matters close to the 42-day deadline. Sending a document before day 42 does not necessarily preserve the HK$105 fee if the filing is rejected and a corrected version is successfully delivered later. The practical control is therefore to review the form, signature and fee before submission and leave enough time to correct any issue.
There is also no general extension mechanism for simply missing the private-company annual-return deadline, and the Registrar cannot waive the prescribed higher registration fee. Companies should therefore treat the return date and the 42-day delivery period as a fixed annual compliance event rather than an approximate reminder.
How Captime files NAR1 as company secretary
Captime can act as the named Hong Kong company secretary and handle Annual Return (NAR1) preparation and filing as part of its company-secretary service. This gives overseas-run companies a local compliance contact for the annual return while keeping the government registration fee separate from Captime’s professional service fee.
Captime’s company secretary pricing states that the NAR1 filing fee is charged at cost and invoiced separately. For founders comparing annual obligations, the company-secretary service can be coordinated with the broader compliance dates described in Captime’s 2026 tax and compliance calendar.
Frequently asked questions
Can I file NAR1 myself?
Yes, provided the filing is properly prepared, signed by a director or company secretary and delivered through an accepted Companies Registry route with the correct fee. From 17 August 2026, eligible individual directors or company secretaries with iAM Smart+ can also use designated e-Filing Services for Unregistered Users.
Does zero activity cancel NAR1?
No. Simply having no business activity does not by itself cancel the annual-return requirement. A company that has formally obtained dormant status under the Companies Ordinance can be exempt while that status applies; “no transactions” and formal dormancy are not the same thing.
Is NAR1 the same as the Profits Tax Return?
No. Form NAR1 is an annual company return delivered to the Companies Registry. A Profits Tax Return such as BIR51 is a tax filing administered by the Inland Revenue Department. They are separate filings with different purposes and deadlines.
Is NAR1 the same as BRC renewal?
No. NAR1 is filed with the Companies Registry and follows the company’s return date. Business Registration Certificate renewal is administered by the Inland Revenue Department / Business Registration Office and follows the certificate’s own renewal cycle.
What if the 42nd day falls on a Saturday or a public holiday?
If day 42 is a Sunday or public holiday, the deadline moves to the next day that is neither. A Saturday does not automatically roll to Monday unless that Saturday is itself a public holiday.
Who can sign Form NAR1?
A director or the company secretary may sign Form NAR1. For a private company with only one director, that sole director cannot also be the company secretary.
What if the Companies Registry rejects my NAR1?
A rejected annual return is not treated as successfully delivered. The company should correct and redeliver it promptly; if successful redelivery falls into a later fee band, a higher registration fee may apply.
What are the NAR1 fees in 2026?
For a local private company, the registration fee is HK$105 within 42 days after the return date, then HK$870, HK$1,740, HK$2,610 or HK$3,480 depending on how late successful delivery occurs.
Does the Companies Registry waive late NAR1 fees?
No. The Companies Registry states that the Registrar has no power to waive the higher registration fees prescribed for late annual-return delivery.
Can an overseas founder be the company secretary?
An overseas founder can be a director, but an individual company secretary must ordinarily reside in Hong Kong. A body corporate acting as secretary must have its registered office or place of business in Hong Kong.
Sources
Official Hong Kong government sources:
- Companies Registry — Annual Return: Local Private Company
- Companies Registry — FAQ: Local Limited Companies — Annual Returns
- Companies Registry — Forms and Fee Details
- Companies Registry — Major Fees under the Companies Ordinance
- Companies Registry — External Circular No. 1/2026
- Companies Registry — e-Services Portal Document Submission
- Companies Registry — FAQ: Directors / Company Secretary
- Companies Registry — Form NAR1 Specimen and Notes
Keep your Hong Kong annual filing on one calendar
Captime can act as your named company secretary, prepare Form NAR1 and manage the filing deadline while you run the company from overseas.







