NAR1 Filing Walkthrough: How to File Your Annual Return
Reviewed by Captime's licensed team (TCSP Licence TC010212) · Updated · Editorial policy
For Hong Kong private companies, Form NAR1 is generally due within 42 days after the incorporation anniversary. Learn deadlines, fees and late penalties.
Key Takeaways
- A private company generally files NAR1 within 42 days after its return date, except in its year of incorporation or re-domiciliation.
- For most private companies, the return date is the incorporation anniversary; for a re-domiciled private company, it is the re-domiciliation anniversary.
- The on-time registration fee is HK$105; late registration fees increase to as much as HK$3,480.
- NAR1 records company particulars as at the return date but does not replace separate change-notification forms.
- The Registrar cannot extend the statutory filing period or waive the prescribed higher registration fee for late delivery.
- No revenue or trading activity does not automatically create a dormant-company exemption.
Quick Answer
Most Hong Kong private companies must file Form NAR1 within 42 days of their incorporation anniversary; re-domiciled private companies use their re-domiciliation anniversary.
The on-time fee is HK$105; late fees can rise to HK$3,480, and continued non-compliance can also lead to prosecution.
NAR1 Deadline, Filing Rules and What Founders Need to Know
Form NAR1 is the annual return filed with the Hong Kong Companies Registry. It gives the Registry a snapshot of specified company particulars as at the return date, including the registered office, directors, company secretary, members and share information. For overseas founders, it is a recurring corporate compliance filing that should be tracked separately from tax and accounting deadlines.
For most local private companies, the return date is the anniversary of incorporation, and NAR1 must generally be delivered within the following 42 days. A newly incorporated private company does not file an annual return in its year of incorporation. Its first NAR1 is generally due within 42 days after the first incorporation anniversary.
A different rule applies to a private company that has re-domiciled to Hong Kong. Its annual-return timetable is based on the anniversary of its re-domiciliation date, not its original overseas incorporation date. It is also excepted from filing an annual return in the year of re-domiciliation.
NAR1 is not a Profits Tax Return, audited financial statement or Business Registration renewal. A Profits Tax Return is filed with the Inland Revenue Department, while NAR1 is delivered to the Companies Registry. Completing one does not satisfy the others, and their deadlines may be different.
NAR1 also does not replace separate statutory filings required to report changes. The annual return states company particulars as at the return date, but changes to matters such as the registered office, directors, company secretary or their particulars generally must be reported through the appropriate specified forms within the relevant statutory time limits.
Form NAR1 can be filed electronically through the Companies Registry's e-Services Portal. A properly completed hard-copy return can also be delivered with the applicable fee and must be signed by a director or the company secretary. Filing early leaves time to correct an incomplete, unsigned or otherwise unsatisfactory submission before the deadline.
The 42-day period uses calendar days, so Sundays and public holidays are included. If the 42nd day falls on a Sunday or public holiday, the due date moves to the next day that is neither. If it falls on a Saturday that is not a public holiday, however, the deadline remains Saturday and is not automatically extended to Monday.
For a local private company having share capital, the annual registration fee is HK$105 when NAR1 is delivered on time. Late fees then rise according to how overdue the return is, reaching HK$3,480 when it is delivered more than nine months after the return date.
Higher fees are not the only consequence. Failure to deliver an annual return as required can expose the company and every responsible person to prosecution. On conviction, the maximum penalty can be HK$50,000 for each breach, plus a daily default fine of HK$1,000 for a continuing offence.
A company that has stopped trading is not automatically exempt from filing NAR1. To qualify for the dormant-company exemption, a private company must become dormant under section 5 of the Companies Ordinance and deliver the relevant special resolution to the Companies Registry. An annual return may still be required for the year in which the company becomes or ceases to be dormant, depending on the timing.
How Captime Helps
Captime Corporate Management Limited (TCSP Licence No. TC010212) helps overseas founders manage recurring Hong Kong company compliance without having to track every filing requirement themselves.
As part of Captime's annual renewal service, our team can prepare and file Form NAR1, track the relevant 42-day window, and confirm when filing is completed. We also help founders distinguish NAR1 from Business Registration renewal, profits tax filing, accounting and audit requirements, and identify company changes that require separate Companies Registry forms.
If you are unsure when your next NAR1 is due or whether a previous annual return was filed, Captime can help review the position and identify the next required step.
Official References
- Hong Kong Companies Registry — Annual Return: Local Private Company
- Hong Kong Companies Registry — Specified Forms and Registration Fees
- Hong Kong Companies Registry — Annual Returns FAQs
- Hong Kong Companies Registry — Annual Returns of Local Companies
- Hong Kong Companies Ordinance (Cap. 622)
Comparison Table
NAR1 Filing Fees and Late Registration Charges
| When Form NAR1 is delivered | 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 fee bands apply to annual return registration fees for a local private company having a share capital. For an ordinary private company, the return date is its incorporation anniversary; for a re-domiciled private company, it is its re-domiciliation anniversary.
Frequently Asked Questions
Form NAR1 is the Hong Kong Annual Return filed with the Companies Registry. It confirms key company details such as directors, company secretary, registered office, shareholders, and share capital.
A private Hong Kong company generally must file its NAR1 within 42 days after its incorporation anniversary each year.
The first NAR1 is generally due within 42 days after the company’s first incorporation anniversary. No NAR1 is normally required in the year of incorporation.
The standard on-time NAR1 filing fee is HK$105 for a private company. Higher registration fees apply when the annual return is filed late.
Late NAR1 registration fees are HK$870 if filed more than 42 days but within 3 months after the return date, HK$1,740 within 6 months, HK$2,610 within 9 months, and HK$3,480 if filed more than 9 months late.
Late NAR1 filing results in higher registration fees and may also lead to prosecution. On conviction, the company and every responsible person can face a maximum fine of HK$50,000 for each breach, plus HK$1,000 per day for a continuing offence.
No. NAR1 is filed with the Companies Registry, while a Profits Tax Return is filed separately with the Inland Revenue Department. They are different compliance obligations.
An inactive company may still need to file NAR1. A private company that has become dormant under section 5 of the Companies Ordinance and delivered the relevant special resolution to the Companies Registry is generally exempt from annual-return filing while dormant. However, an NAR1 may still be required for the year it becomes or ceases to be dormant, depending on the timing.
Video transcript
Read the full transcript
One government form, 105 Hong Kong dollars, 42 days. Miss the window, and the same form costs up to 3,480, with no waiver, no appeal, and prosecution on the table. So here's the direct answer. Your Hong Kong company's annual return, form NAR1, is due within 42 days of your incorporation anniversary, every year. It costs almost nothing on time, and multiplies when late. And one more thing up front, because it's the single most common confusion. The annual return is not your tax return. Stay with me. That distinction has saved clients real money. 1 is a snapshot, filed with the company's registry under section 662 of the company's ordinance, chapter 622.
Who your directors and company secretary are, where your registered office is, who holds the shares. It confirms the public record is current. That's the whole job. Now, what it is not. It is not your profit's tax return. That's a different form, to a different department, on a different clock, as we covered in our first tax return video. It is not your financial statements. Private companies file no accounts with the NAR1 And it is not your business registration renewal. That's the Inland Revenue Department's demand, separate again. Four annual obligations, four different envelopes. Today's is the simplest, and the easiest to forget. The deadline runs from your return date.
For a private company, that's the anniversary of your incorporation date. Not the date on your business registration certificate. Not your financial year end. The day the company was incorporated, as printed on your certificate of incorporation. From that anniversary, count 42 calendar days, weekends included. Incorporated on the 10th of March, your window closes in late April, every single year. Whether business is booming or silent. Filing is straightforward. 1 goes in electronically through the registry's e-services portal, or on paper, with the current particulars and the fee. The wise habit is boring. File in the first week after the anniversary, and the deadline never gets a vote.
On time, the registration fee for a private company is 105 Hong Kong dollars. Late, the latter climbs by statute. More than 42 days, but within 3 months of the anniversary, 870. Over 3 months, 1,740. Over 6, 2,610. Over 9, 3,480. 33 times the on-time fee for the identical form. And the question every latecomer asks, can the registry waive it? No. The higher fees are fixed by law, and there is no mechanism to reduce them. Not for first offences, not for good stories. Worse, the fee is not the ceiling.
Late delivery is an offence for the company and every responsible officer, with a Level 5 fine, 50,000 Hong Kong dollars, and a further 1,000 a day while the breach continues under Section 662 of the company's ordinance, Chapter 622. Three honest notes. First, filing the NAR1 settles nothing with the taxman. The company's registry and the Inland Revenue Department don't talk deadlines, and each will pursue its own. Second, there is one true exemption. A formally dormant company, under our dormancy videos rules, doesn't file annual returns at all, under Section 663 of the same ordinance. But dormant means registered dormant, not merely quiet.
Third, the classic failure isn't refusal, it's assumption. Founders assume their provider filed it. Providers assume the founder chose not to. Whoever handles your company's secretary work should confirm the filing to you every year, in writing. If they don't, ask why. The facts in 20 seconds. NAR1, the annual return, is due within 42 days of your incorporation anniversary, under Section 662 of the company's ordinance, Chapter 622. On time, 105 Hong Kong dollars. Late, 870 to 3,480, no waivers, plus prosecution exposure of up to 50,000 and 1,000 a day. It is not your tax return, not your accounts, not your BR renewal. Only registered dormant companies are exempt.
File in the first week and forget the latter exists. At Captime Corporate Management Limited, the annual return is part of our annual renewal service. We prepare and file the NAR1 on time, confirm the filing to you when it's done, and track the deadline alongside everything else on your company's calendar. So the 42 days are our problem, not yours. hk or use the link in the description. No credit card, no obligation. Thank you for watching. If this sorted the NAR1 out, give it a like and subscribe. Accurate, hype-free guides to running a Hong Kong company. See you in the next video.
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