Key Takeaways
- For a local Hong Kong private company, Form NAR1 is normally due within 42 days after the anniversary of incorporation. The on-time annual registration fee is HK$105.
- Late delivery brings a higher statutory registration fee of HK$870–HK$3,480. That fee is separate from possible prosecution and court-imposed fines.
- The company and every responsible person may be prosecuted. If convicted, the statutory maximum is HK$50,000 for each breach plus a continuing default fine of up to HK$1,000 per day; the court decides the actual penalty.
- Filing NAR1 is not the same as filing a Profits Tax Return, preparing audited accounts or renewing a Business Registration Certificate. Each obligation has its own rules.
What does “annual filing” mean in Hong Kong?
“Annual filing” can refer to several different company obligations. For a local private company limited by shares, the filing most often meant is the annual return, Form NAR1, submitted to the Companies Registry. It reports company particulars—such as the registered office, directors, company secretary and members—as at the return date. It is not a tax return and does not contain the company’s audited financial statements. [1]
A local private company normally files NAR1 every year after its incorporation year, within 42 days after the anniversary of its incorporation date. Other company types can have different return dates, forms or fees, so use the rules for the entity concerned. [1] [3]
The rest of this guide focuses on a local private company. If your company is overseas-incorporated but registered in Hong Kong, public, limited by guarantee, formally dormant or already in a strike-off process, check the relevant Companies Registry guidance before applying the dates or fee table below.
How much is the late NAR1 fee?
If a local private company delivers its annual return within 42 days after its return date, the annual registration fee is HK$105. The fee rises once the 42-day period has passed. The Companies Registry calculates the higher fee by reference to the return date—the incorporation anniversary—not by treating the fee as a weekly charge. [1]
| When Form NAR1 is delivered | Registration fee for a local private company |
|---|---|
| Within 42 days after the return date | HK$105 |
| More than 42 days after, but within 3 months after the return date | HK$870 |
| More than 3 months after, but within 6 months after the return date | HK$1,740 |
| More than 6 months after, but within 9 months after the return date | HK$2,610 |
| More than 9 months after the return date | HK$3,480 |
Important: These are the prescribed registration fees for a local private company, not a general fee table for every type of Hong Kong entity. The higher fee is not a court fine, and paying it does not by itself erase the late-filing breach. The Registrar has no power to extend the statutory delivery period or waive the higher fee. [1] [3]
Use the Companies Registry’s Annual Return Filing Calculator to check a private company’s deadline. Sundays and public holidays are included when counting the 42 days. If the final day falls on a Sunday or public holiday, the due date moves to the next day that is neither; a Saturday deadline does not automatically move to Monday. [3]
Can the company or its officers be prosecuted?
Yes. The Companies Registry describes failure to deliver an annual return within the required period as a criminal offence. The company and every responsible person may be prosecuted. The Registry’s compliance FAQ identifies responsible persons as including directors, the company secretary and managers. [1] [2]
If a court convicts the company or a responsible person, the maximum penalty for failing to deliver an annual return is HK$50,000 for each breach, plus a daily default fine of up to HK$1,000 for each day the default continues. These are statutory ceilings, not automatic charges: the magistrate determines the penalty in the particular case. The date the overdue return is filed can affect the default period considered by the court. [2]
For this reason, treat the overdue fee and prosecution risk as separate matters. Filing the return promptly may stop the default period from continuing, but it does not guarantee that a prosecution will not be started or that an existing case will be withdrawn.
Will one missed filing automatically close the company?
No. A missed NAR1 does not automatically dissolve a company. The Companies Registry says the company and responsible persons can be prosecuted, and that the Registrar may consider strike-off action in appropriate cases. That is not the same as an automatic strike-off after one missed deadline. Check the company’s current status and any notices on the Registry record rather than assuming either that the company is already closed or that nothing further can happen. [3]
If the company has genuinely ceased business and the owners want to close it, do not simply stop filing. Voluntary deregistration has eligibility conditions, and the Companies Registry says outstanding annual returns must be filed until the company is dissolved. [5]
What to do if a filing deadline has already passed
- Confirm the filing and the company’s status. Check the company type, incorporation anniversary, every outstanding NAR1, and whether any summons or strike-off notice has been issued. Use the Companies Registry’s filing calculator and company search where relevant.
- Prepare the outstanding return accurately. NAR1 should state the company’s particulars as at the return date. If a director, secretary or registered-office detail changed, check whether a separate prescribed change form is also overdue; NAR1 does not replace every change notification. [3]
- File as soon as possible and pay the correct fee. Electronic delivery is available through the Companies Registry e-Services Portal. There is no extension or discretionary waiver of the prescribed late fee. Keep the electronic acknowledgement and payment record.
- If a summons has arrived, deal with the court process separately. The Companies Registry advises filing the outstanding return promptly and sending an authorised company representative to the hearing. A summons is not withdrawn merely because the company later files and pays; late filing may be considered when the court assesses the default period and penalty. Obtain legal advice for a summons or prosecution. [2]
- Review the other compliance dates. Check the Profits Tax Return, statutory accounts and audit, Business Registration renewal and any employer returns separately. Clearing NAR1 does not clear those obligations.
For help checking overdue NAR1 filings and related statutory records, see the company’s annual return filing and compliance service. The page describes NAR1 preparation and filing, deadline monitoring and related compliance coordination.
NAR1 is separate from tax and other annual obligations
Businesses often use “annual filing” as shorthand for several obligations. They go to different authorities, cover different information and can have separate late consequences.
| Obligation | Filed or handled with | What a missed deadline means |
|---|---|---|
| Annual return (NAR1) | Companies Registry | Higher registration fee and possible prosecution under the Companies Ordinance. The filing updates company particulars, not tax figures. |
| Profits Tax Return (BIR51) | Inland Revenue Department (IRD) | A separate tax default may lead to prosecution or penalties under the Inland Revenue Ordinance. The statutory consequences depend on the facts and the relevant provision. [6] |
| Annual financial statements and audit | Prepared under the Companies Ordinance; supporting statements are submitted to IRD when required | This is a separate duty from filing NAR1. For a corporation with gross income during the basis period, the IRD requires supporting documents, including financial statements and tax computation, with the Profits Tax Return. [7] |
| Business Registration renewal | Business Registration Office, IRD | Separate from the Companies Registry annual registration fee. Paying or renewing one does not satisfy the other. [3] |
There are important exceptions and qualifications. A company that qualifies as formally dormant under the Companies Ordinance may be exempt from annual-return delivery during dormancy, but a private company may still need to file the return for the year in which dormancy takes effect if the effective date falls after the 42nd day following its incorporation anniversary. A company is not formally dormant merely because it had no sales or bank activity; the prescribed resolution and the company’s legal status matter. [4] [3]
For tax filings, the IRD’s 2026 guidance says a corporation with gross income in the basis period must submit supporting documents—including financial statements and tax computation—with its Profits Tax Return. This is a tax-return attachment rule; it should not be confused with the Companies Ordinance duty to prepare accounts and, where applicable, have them audited. [7]
How to avoid missing the next deadline
Assign one person to own the company’s compliance calendar and a second person to review it. Record the incorporation anniversary, the 42-day NAR1 window, tax-return deadlines when issued, Business Registration renewal dates and any other recurring filings. Set internal reminders well before each statutory deadline rather than relying on a government reminder.
The Companies Registry provides a free Annual Return e-Reminder service through its e-Services Portal. It can send notifications to registered company users, but the company and its officers remain responsible for filing on time. [2]
Where the company has no dedicated administrator, a Hong Kong company secretary service can help maintain statutory records and monitor routine filing dates. Confirm in writing which filings are included, who supplies updated company information and how overdue items are handled.
Frequently asked questions
Does a late filing fee replace a court fine?
No. The higher registration fee is payable when a late NAR1 is delivered. Prosecution and a court-imposed fine are separate consequences; the fine applies only if the court convicts and determines a penalty. [1] [2]
Can the Companies Registry waive the late fee if I did not receive a reminder?
No. The Registry says it has no power to waive the prescribed higher registration fee or extend the statutory filing time. Use the e-Reminder service as an additional prompt, not as the only deadline control. [1] [3]
If I file after receiving a court summons, can I ignore the hearing?
No. The Registry states that a summons will not be withdrawn just because the company files the overdue return afterward. The company should arrange for an authorised representative to attend and should seek legal advice about the case. [2]
Will a company be struck off immediately after one missed NAR1?
No automatic strike-off follows simply from one missed annual return. However, the Registry may consider strike-off action in appropriate cases, and the company and responsible persons remain exposed to prosecution. Check the company record and respond to any Registry notice. [3]
Does a company with no revenue still have to file NAR1?
Usually, yes, unless the company has properly declared dormant status or another specific exception applies. Formal dormancy requires a special resolution delivered to the Companies Registry. The year dormancy begins can still require an annual return, depending on when the dormant status takes effect. [4] [3]
Can I apply to deregister instead of filing outstanding annual returns?
Do not assume that applying to close the company removes earlier filing obligations. The Companies Registry says outstanding annual returns must be filed until the company is dissolved. Deregistration also has eligibility conditions, including no outstanding liabilities and the required tax no-objection notice. [5]
References
Statutory fee and filing information below was checked against official guidance on 1 November 2026. Confirm the current fee and entity-specific rules with the Companies Registry before filing.
- Companies Registry — Compliance: Annual Return, Local Private Company
- Companies Registry — FAQ: Compliance
- Companies Registry — FAQ: Local Limited Companies, Annual Returns
- Companies Registry — FAQ: Dormant Companies
- Companies Registry — FAQ: Deregistration, Striking Off and Winding Up
- Inland Revenue Department — Penalty Policy
- Inland Revenue Department — Warm Reminder on Profits Tax Return Filing Requirements
Need help checking an overdue NAR1?
Share the company type, incorporation anniversary and any Registry notice you received. Echo Olesen Global’s team can discuss annual-return filing and related compliance support. If a court summons has been issued, obtain legal advice as well.