In short
- The first NAR1 is due in the year after incorporation, within 42 days after the anniversary.
- The fee is HK$105 on time, then HK$870, HK$1,740, HK$2,610 and HK$3,480 as the delay grows.
- The Registrar can neither extend the 42 days nor waive a late fee, and a late return is an offence.
- Changes of directors, secretary or office go on their own forms within 15 days.
In this guide
What form NAR1 is and which Hong Kong companies file it
NAR1 is the form of the annual return under section 662 of the Companies Ordinance (Cap. 622). It describes the company on one day, its return date: the registered office, the share capital, the members, the directors and the company secretary. Once registered, it joins the company's public record at the Companies Registry.
Every private company formed in Hong Kong files one a year unless it is dormant. The return date is the anniversary of incorporation, and the year of incorporation has no return. A company incorporated on 10 March 2025 files its first NAR1 for the return date 10 March 2026. With accounting in Hong Kong the return is one line of the yearly calendar we keep, next to the audit and the profits tax return.
NAR1 due date: within 42 days after the anniversary, and the holiday rule
The count starts on the day after the return date, and day 42 is the last day for the HK$105 fee. A Sunday or a public holiday on day 42 moves the due date to the next day that is neither. A Saturday moves nothing.
- Take the date of incorporation from the certificate of incorporation.
- The return date is its anniversary, from the year after incorporation on.
- Add 42 days.
- If that day is a Sunday or a public holiday, take the next day that is neither.
| Incorporated | Return date | Last day at HK$105 | Why |
|---|---|---|---|
| 10 March 2025 | 10 March 2026 | Tuesday 21 April 2026 | Day 42 is a working day |
| 5 July 2025 | 5 July 2026 | Monday 17 August 2026 | Day 42 is Sunday 16 August |
| 20 November 2025 | 20 November 2026 | Saturday 2 January 2027 | Day 42 is 1 January, a public holiday |
The Registry's Annual Return Filing Calculator gives the same date, as a check.
NAR1 fee and late fees: HK$105 to HK$3,480
The Companies (Fees) Regulation (Cap. 622K) sets the fee by the day the Registry receives the return, online or on paper alike. For the company incorporated on 10 March 2025:
| Delivered | Fee | Dates for the return date 10 March 2026 |
|---|---|---|
| Within 42 days after the return date | HK$105 | Up to 21 April 2026 |
| More than 42 days, within 3 months | HK$870 | 22 April to 10 June 2026 |
| More than 3 months, within 6 months | HK$1,740 | 11 June to 10 September 2026 |
| More than 6 months, within 9 months | HK$2,610 | 11 September to 10 December 2026 |
| More than 9 months | HK$3,480 | From 11 December 2026 |
The Registrar has no power to extend the 42 days and no discretion to waive a fee. A return without the correct fee or a signature is rejected, and when it comes back its fee follows the new date. A posted return counts from the day the Registry receives it. The higher fee registers a late return; the late delivery stays an offence, with fines on top.
What NAR1 contains, made up to the return date
The return shows the company as at its return date, on the form of Specification No. 2/2025 issued in May 2025. The directors and the company secretary answer for its accuracy. It holds:
- Name, business registration number and type of company
- Registered office, an email address and a Hong Kong telephone number
- Debt under registrable mortgages and charges
- Share capital by class, with the amount paid up
- The company secretary, with a trust or company service provider licence number where one is held
- Each director, and the reserve director of a company whose only member is its only director
- Members and their shares, in Schedule 1 to the form
A director's home address and full passport number stay off it: the return carries a correspondence address and a partial number. Our company formation in Hong Kong sets these particulars up at incorporation, so the first return repeats a record that is already right.
Changes between two returns: ND2A, ND2B and NR1 within 15 days
A change during the year has its own form and deadline. Section 658(4) of the Ordinance says a new address shown in the annual return does not count as notice of the move.
| Change | Form | Deadline | Maximum fine |
|---|---|---|---|
| A director or company secretary appointed or leaving | ND2A | 15 days after the appointment or cessation | HK$25,000 and HK$700 a day |
| New particulars of a director or company secretary | ND2B | 15 days after the change | HK$25,000 and HK$700 a day |
| New address of the registered office | NR1 | 15 days after the change | HK$50,000 and HK$1,000 a day |
| Shares allotted | NSC1 | 1 month after the allotment | HK$25,000 and HK$700 a day |
ND2A also carries each new director's consent to act.
We do this for you Accounting services in Hong Kong books, audit and every return
How to file NAR1: online on the e-Services Portal or on paper
The Registry's e-Services Portal takes NAR1 as a web form 24 hours a day from users subscribed to e-Filing, and a director or secretary with an iAM Smart+ account files without registering. Its free Annual Return e-Reminder sends notices of each return by email. On paper, the signed form goes by post or by hand to the Registry at Queensway Government Offices, 66 Queensway, with a crossed cheque payable to “Companies Registry”.
A late or missing NAR1: fines on the company and its officers
A company that misses the 42 days commits an offence under section 662(6). So does every responsible person: a director, secretary or manager who authorised, permitted or took part in the default. Each can be fined up to HK$50,000 and HK$1,000 for every day the default continues. The magistrate may also order the return filed by a set date, and ignoring the order is a further offence.
The Registrar publishes its prosecutions. In November 2024 a private company was fined HK$19,600 on 2 counts, its returns for 2023 and 2024. In January 2019 the director of a company's corporate director was fined HK$58,000 on 4 counts, three of them for the returns of 2016 to 2018.
Repeated default reaches the directors in person. Under section 168F of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), 3 or more convictions for filing defaults within 5 years prove persistent default. The court may then disqualify the person for up to 5 years. A company that files nothing may also be struck off the register.
A dormant company files no NAR1 until its next transaction
A private company with no accounting transaction can pass a special resolution declaring itself dormant and deliver it to the Registrar (section 5). From the date the resolution names, section 663 lifts the duty to file annual returns, until the first accounting transaction or a resolution that the company will trade again. A bank or an insurer cannot become dormant.
Dormancy that starts after day 42 following an anniversary leaves that year's NAR1 owed, and so does dormancy that ends on or before day 42. Changes of office, directors and secretary are still reported on their forms.
Significant controllers register: kept in Hong Kong, never filed with NAR1
Since 1 March 2018 every Hong Kong company except a listed one keeps a significant controllers register. A company with no significant controller keeps one too and records that fact in it. A significant controller holds more than 25% of the shares or votes, can appoint or remove most of the board, or exercises significant influence or control.
The register is no part of the annual return and is not delivered to the Registry. The company enters a controller's particulars within 7 days after the controller confirms them. It keeps the register at its registered office or another place in Hong Kong, notified on form NR2 within 15 days. Officers of 9 bodies, the police and the Inland Revenue Department among them, may inspect it on demand, helped by a designated representative of the company. A company without a register faces up to HK$25,000 and HK$700 a day.
With accounting in Hong Kong the annual return, the registers and the 15-day notices run on one calendar, and doing business in Hong Kong lists every service for the company. Profit made outside Hong Kong and its claim in the tax return are in our guide to the offshore claim.
