Last updated 4 September 2026.
A Hong Kong private company must deliver its annual return, Form NAR1, to the Companies Registry within 42 days after the anniversary of its incorporation — in respect of every year except the year it was incorporated. Filed on time, the registration fee is HK$105. Filed late, that fee rises to as much as HK$3,480, and the Registry will not waive it. Separately, late delivery is a criminal offence carrying a fine of up to HK$50,000 against the company and every responsible person, plus HK$1,000 for each day it stays unfiled.
Those two consequences get conflated constantly, including by providers who should know better. They are different things, they arrive from different directions, and only one of them stops at the company.
What is the annual return, and what is it not?
The annual return is a snapshot of your company's registered particulars — its officers, members, share capital and registered office — delivered to the Companies Registry once a year so the public register stays current. Section 662(5) of the Companies Ordinance requires it to comply with section 664, which sets out what the return must contain.
It is not a tax filing, and this is the single most common misunderstanding we correct. Three separate obligations run in parallel for a Hong Kong company:
- The annual return (NAR1) — to the Companies Registry, on your incorporation anniversary.
- The profits tax return — to the Inland Revenue Department, on their cycle, with audited accounts.
- Business Registration renewal — also to the IRD, on the anniversary of your Business Registration certificate.
Filing one discharges none of the others. Clients arrive with a clean tax record and three years of missing annual returns more often than you would expect.
When exactly is the NAR1 due?
Section 662(1) gives a private company 42 days after its return date. Section 662(2) defines that return date as the anniversary of the date of the company's incorporation in that year. So the clock is tied to your certificate of incorporation, not to your financial year end, not to your Business Registration date, and not to any date the Registry sends you.
Nothing arrives to remind you. There is no assessment, no notice, no demand. The deadline simply passes.
Your first year does not count
Section 662(1) applies "in respect of every year (except the year of its incorporation)". A company incorporated in March 2026 does not file an annual return in 2026. Its first NAR1 falls due within 42 days of its first anniversary, in March 2027.
This exception is quietly omitted from most guides, and it produces a specific and avoidable panic: a founder six months into year one, convinced they have already missed something. They have not.
Public companies and guarantee companies work differently
Section 662(3) gives public companies and companies limited by guarantee the same 42 days, but from a different starting point. Under section 662(4), the return date is six months after the end of the accounting reference period for a public company, and nine months after it for a company limited by guarantee. Their filing is tied to the financial year; a private company's is tied to its birthday.
What does it cost to file on time?
For a local private company, the annual registration fee is HK$105 where the return is delivered within the 42 days. That is the whole government cost. Whatever else appears on an invoice for an annual return is somebody's service fee, not the Registry's.
What does late filing cost?
The registration fee is replaced by a substantially higher one, fixed by the band the return actually lands in:
| Annual return 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 | HK$3,480 |
Day 43 costs eight times what day 42 costs. There is no sliding scale inside a band and no proportionality — a return one day late and a return two months late sit in the same HK$870 box. If you have already crossed a threshold, the only thing that matters is filing before you cross the next one.
Is a late annual return also a criminal offence?
Yes, and this is the part the fee table hides.
Section 662(6): if a company contravenes the filing duty, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.
A level 5 fine is HK$50,000 under Schedule 8 to the Criminal Procedure Ordinance (Cap. 221). Note the two things that follow from the wording. First, liability is not limited to the company — "every responsible person" reaches the directors personally, and a company secretary who is an officer of the company can be caught too. Second, the daily fine is not capped by the headline figure; it accrues for as long as the return is outstanding.
There is a further step most people never see. Under section 662(7), a magistrate convicting someone of the offence may also order them to file the return within a specified time — and under section 662(8), ignoring that order is a fresh offence at level 5 with its own daily fine.
So the honest summary is: the HK$870 is the price of being late. The prosecution risk is the price of staying late.
Can the late fee be waived?
No. The Registry is asked this directly by companies with no revenue, and its published answer is unambiguous: "The Registrar of Companies has no discretion to waive registration fees under the Companies Ordinance." There is no hardship application and nothing to argue with — the fee is fixed by the date the Registry receives the return. We have watched people spend weeks composing an explanation, and the weeks push them into the next band.
The Registry's own suggestion for a company that genuinely no longer carries on business is not relief from the fee but an exit: deregistration under section 750 of the Companies Ordinance, or winding up under Part V of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32). If a company has stopped for good, paying escalating fees to keep it on the register is an expensive way to do nothing.
Does a dormant company still have to file?
No. This is one of the few places where the ordinance gives a genuine exemption rather than a discount.
Section 663(1): Section 662 does not apply to a company that is a dormant company under section 5(1).
The catch is that "dormant" is a formal legal status, not a description of a quiet company. Under section 5(1) a qualified private company becomes dormant only by passing a special resolution and delivering it to the Companies Registry, with effect from the date of delivery or a later date named in the resolution. A company that stopped trading three years ago and never filed a resolution is not dormant. It is simply late, and every consequence above applies to it.
Not every company can take the status. Section 5(7) excludes authorized institutions under the Banking Ordinance, insurers, corporations licensed under Part V of the Securities and Futures Ordinance and their associated entities, MPF approved trustees, and any company holding a subsidiary in one of those categories.
The exemption also ends the instant the company does anything. Section 663(2) stops it on and after the date of any accounting transaction, and section 5(5) ends dormancy itself either on such a transaction or on delivery of a resolution declaring an intention to enter one. There is no grace period and nobody has to notice — a single bank charge posted to the company's account can be enough to restart the clock.
Two boundary years catch people out: the one you go dormant and the one you come back. The Companies Registry answers both directly in its published FAQ on annual returns.
- Going dormant. A company "is still required to deliver an annual return for the year in which it declares itself to be dormant if the date on which the company becomes dormant falls after the 42nd day after the anniversary of its date of incorporation or re-domiciliation." Going dormant does not retire a deadline that had already passed.
- Coming back. "A private company which has ceased to be dormant will be required to deliver an annual return for the year in which it ceased to be dormant if the date on which it ceased to be dormant falls on or before the 42nd day after the anniversary of its date of incorporation or re-domiciliation."
And where a return falls due in one of those years, it falls due on entirely ordinary terms. Section 663(1) does nothing more than disapply section 662 while dormancy lasts; the moment it stops, the whole apparatus revives at once — the same 42-day clock, the same escalating registration fees in the table above, and the same offence under section 662(6) against the company and every responsible person. Dormancy pauses the obligation. It does not soften it on either side of the pause, and there is no reduced rate for a company that has only just started trading again.
The years fully inside the dormant period are genuinely exempt.
One trap: the annual return does not update your registered office
Your registered office address appears on the NAR1, which leads people to assume that filing the return is how you notify a change of address. It is not, and the ordinance says so explicitly.
Section 658(4): the inclusion in the annual return of a company of a statement as to the address of its registered office does not satisfy the obligation imposed by subsection (3).
Section 658(3) requires a separate notice of change, delivered within 15 days of the move. Miss it and section 658(5) applies the same level 5 fine and HK$1,000 daily rate. Moving office and mentioning it on your next annual return is not compliance — it is two separate breaches waiting to be noticed.
What changed in 2025?
Ordinance 14 of 2025 amended section 662 to bring re-domiciled companies into the regime. Under sections 662(2A) and (2B), a re-domiciled private company files within 42 days of the anniversary of its re-domiciliation date, with the year the certificate of re-domiciliation was issued excepted — the same architecture as an incorporated company, hung on a different date. Sections 474 and 658 were amended in the same exercise. If you are reading guidance written before 2025 and you have re-domiciled a company into Hong Kong, it does not describe your deadline.
Who is actually responsible for filing it?
Legally, the company — and, through section 662(6), every responsible person of it. Practically, this is the company secretary's job, which is precisely why the role is mandatory. A company secretary who is not tracking your return date against your certificate of incorporation is not doing the part of the work that matters.
The failure mode we see most is not negligence. It is a change of provider: the outgoing secretary stops watching, the incoming one assumes the year is already handled, and the anniversary passes in the gap. If you are switching providers, the first question worth asking the new one is what your return date is. If they cannot tell you from your incorporation certificate in under a minute, that is your answer.
Want the deadline to stop being your problem?
818hi.com and laulega.com are both operated by LAULEGA LIMITED, a Hong Kong licensed trust or company service provider. Acting as your company secretary, we track the return date against your certificate of incorporation and deliver the NAR1 before it falls due.
See the compliance serviceFrequently asked questions
When is the annual return due in Hong Kong?
Within 42 days after the anniversary of incorporation, every year except the year the company was incorporated — sections 662(1) and 662(2), Cap. 622.
How much does it cost to file the NAR1 late?
HK$870 within 3 months, HK$1,740 within 6, HK$2,610 within 9, and HK$3,480 beyond that, against HK$105 on time.
Is filing late a criminal offence?
Yes. Section 662(6) makes it an offence for the company and every responsible person, at level 5 — HK$50,000 — plus HK$1,000 for each day it continues.
Can the late fee be waived?
No. The Registry does not waive higher registration fees for late delivery.
Does a dormant company still file?
No — section 663(1) disapplies section 662 for a company dormant under section 5(1). But dormancy is a formal status requiring a special resolution delivered to the Registry, and it ends on any accounting transaction.
My company has ceased to be dormant — do the normal fees and penalties apply?
Yes, in full. You must file for the year dormancy ended if that date falls on or before the 42nd day after your anniversary, and section 663(1) stops disapplying section 662 the moment dormancy ends — same deadline, same fee ladder, same offence. There is no reduced rate for having just resumed trading.
Is the annual return the same as a tax return?
No. NAR1 goes to the Companies Registry. The profits tax return and Business Registration renewal go to the Inland Revenue Department, on their own cycles.
Statutory references are to the Companies Ordinance (Cap. 622) and the Criminal Procedure Ordinance (Cap. 221) as in force at the date above, and registration fees to the Companies Registry's published scale for local private companies. Reviewed by Di Ma, responsible officer of LAULEGA LIMITED, a Hong Kong licensed trust or company service provider (TCSP licence TC000573). General information about Hong Kong law, not advice on your particular company — fees and forms change, so check the current position before you rely on it.