The Annual Return NAR1: The 42-Day Deadline and What Being Late Costs
Reviewed by AIcountant Corporate Services Limited · TCSP Licence No. TC010997
In short: every Hong Kong limited company files an annual return each year, due within 42 days of the incorporation anniversary — counted from the incorporation date, with nothing to do with your year end or your tax filing period. Filed on time the registration fee is HK$105; nine months late it jumps to HK$3,480. Same form, 33 times the cost.
At a glance
| Form | NAR1 (Annual Return) |
| Filed with | The Companies Registry |
| Deadline | Within 42 days of the incorporation anniversary |
| How it is counted | From the incorporation date — unrelated to the financial year or the tax filing period |
| On-time registration fee | HK$105 |
| Who it applies to | Every Hong Kong registered limited company, including dormant ones |
| Do private companies attach accounts? | ❌ No (only public companies and companies limited by guarantee) |
| Not filing | The company and every responsible person may be prosecuted; prolonged failure can lead to being struck off |
| Late registration fee scale | HK$ |
|---|---|
| On time (within 42 days) | 105 |
| More than 42 days but within 3 months | 870 |
| 3 to 6 months | 1,740 |
| 6 to 9 months | 2,610 |
| More than 9 months | 3,480 |
Fees and penalties are as published by the Companies Registry and under the Companies Ordinance.
Which day do the 42 days start from?
This is where people most often miscalculate.
The deadline runs from the company’s incorporation anniversary — the date on the certificate of incorporation.
For example: a company incorporated on 15 March must file by 26 April each year.
This has nothing to do with whether you chose 31 December or 31 March as your year end, and nothing to do with the tax filing deadline. They are three separate timelines.
Two more points on the calculation:
1. The 42 days include weekends and public holidays — they are not business days.
2. If the 42nd day falls on a Sunday, a public holiday, a gale warning day or a black rainstorm warning day, the due date moves to the next day; if it falls on a Saturday, it does not.
If you would rather not calculate it yourself, the Companies Registry’s website has an official annual return deadline calculator.
What is the NAR1, exactly? It is not a tax return
The NAR1 is a snapshot of information filed with the Companies Registry each year, setting out the company’s current statutory particulars as at the filing date.
It is not a tax return and not an audit. A private company filing an NAR1 does not attach financial statements; only public companies and companies limited by guarantee submit accounts.
An NAR1 mainly covers:
- The registered office address
- Directors (names and identification particulars)
- The company secretary
- Shareholders and their shareholdings
- Issued share capital
- The nature of the business
Three filings, two departments — do not confuse them
Another thing that regularly gets conflated:
| Filed with | When | |
|---|---|---|
| Annual return NAR1 | Companies Registry | Within 42 days of the incorporation anniversary |
| Business registration renewal | IRD | Annually or every three years |
| Profits tax return | IRD | On the deadline set by your year-end code |
Three deadlines, two departments, and missing any one causes a problem. The departments do not remind each other, either.
To see the whole year’s deadlines in one place, see the compliance calendar.
No business — does it still have to be filed?
Yes.
No operations, no income, no movement in the bank account — it still has to be filed. “Not trading” does not mean “nothing to file”.
The only exception is dormant status. That is a formal status under the Companies Ordinance requiring a special resolution of all the members, delivered to the Companies Registry within 15 days, and the threshold is no accounting transactions at all during the year. Once obtained, the annual return requirement no longer applies.
But be clear: it is a status that has to be applied for. It is not something you get automatically by having no business. Details: what to do when a company stops operating.
Before filing, check the particulars agree
This step is often missed.
If anything changed during the year — a change of registered address, a change of director, a change of company name, a transfer of shares — make sure each has already been notified to the Registry on its own form before you file that year’s NAR1.
Each of those carries its own 15-day deadline, separate from the NAR1. Using an NAR1 to “catch up” on mid-year changes does not make the earlier late filings disappear.
What happens if you do not file? More than a fee
First: the registration fee escalates. Up to 33 times, as the table shows.
Second: prosecution. Under the Companies Ordinance, the company and every “responsible person” — including directors and the company secretary — may be prosecuted. Conviction carries a fine, and continued failure carries a daily default fine on top.
Third: being struck off. Prolonged failure can result in the Companies Registry striking the company off. That is not a clean ending — the consequences are in leaving a company unattended.
If you are already late, do not let it run further — the remedies and the order to do them in are in remedying a late annual return.
The practical answer: do not rely on memory
The nature of this obligation is that it recurs once a year on a date that is very easy to forget.
By law every Hong Kong company must have a company secretary anyway, and filing the NAR1 on time is one of that role’s core duties. Appoint a licensed company secretary and they track the deadline, prepare the form and file on time — you do not have to remember the date.
Already have a company but want a secretary who follows things more closely? See changing company secretary.
Our company secretary service is USD 167 a year, which includes the annual NAR1, and we also watch the 15-day deadlines on changes of director, address and shareholding so the particulars stay consistent.
Get started, or talk to us first.
This article is general information and does not constitute legal advice. Registration fees, how the deadline is calculated and the penalties are as published by the Companies Registry and under the Companies Ordinance.
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