Hong Kong Annual Return (NAR1): Filing Guide & Fees

What Is the Hong Kong Annual Return (NAR1)?

The Annual Return — formally designated as Form NAR1 — is a statutory filing document that every locally incorporated limited company in Hong Kong is legally required to submit to the Companies Registry each year. It is mandated under the Companies Ordinance (Cap. 622) and must be filed within 42 days of the company's incorporation anniversary date, together with the prescribed government registration fee.

You may also see this referred to informally as the "AR1 form" in some search results or among non-specialist advisors. The correct official designation used by the Hong Kong Companies Registry is NAR1 — there is no separate form called "AR1." If you have been searching for "AR1 annual return Hong Kong," this is the form you are looking for.

What the NAR1 Contains

The NAR1 is not a financial report. Its purpose is to give the Companies Registry an accurate, up-to-date snapshot of the company's structural information as at the date of the Annual Return — including its registered office address, directors, company secretary, shareholders, issued share capital, and total outstanding secured charges.

Think of it as an annual census of your company's corporate structure: who runs it, who owns it, and where it operates from. The Companies Registry uses this information to keep its public register current and reliable.

Why It Matters Beyond Compliance

Once filed, this information forms part of Hong Kong's public company register, accessible through the Integrated Companies Registry Information System (ICRIS). Banks, investors, commercial partners, and due-diligence professionals can all retrieve this data at any time. A well-maintained NAR1 filing history signals that your business is professionally managed — which matters acutely when you are applying for a business bank account, seeking investment, bidding for a commercial tender, or entering a material partnership.

Keeping your Annual Return filings accurate and timely is therefore not just a legal formality — it is a direct signal of your company's credibility and governance standards.

Annual Return (NAR1) vs Profits Tax Return (BIR51): Key Differences

"NAR1 vs BIR51" and "annual return vs profits tax return Hong Kong" are among the most frequently searched queries related to this topic — and for good reason. Both are annual statutory obligations. Both involve submitting a form to a government authority. And the word "return" appears in both names. But they are entirely different filings, submitted to different bodies, covering completely different information.

Side-by-Side Comparison

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What Each Filing Actually Does

The Annual Return (NAR1) tells the Companies Registry who runs your company and who owns it. The Profits Tax Return (BIR51) tells the Inland Revenue Department how much money your company made.

A company that diligently files its profits tax return but neglects the Annual Return is still in breach of the Companies Ordinance. These are completely independent obligations — satisfying one does not discharge the other. Both carry serious penalties for non-compliance, and both must be filed every year without exception.

What About Audited Financial Statements?

A third document that causes confusion is the annual audit. Private limited companies in Hong Kong are required to have their accounts audited each year by a Certified Public Accountant (CPA). However, the audit report goes to the Inland Revenue Department as part of the tax filing — it is not attached to the NAR1 and is not submitted to the Companies Registry. Private limited companies do not attach any financial statements to their Annual Return.

For a full understanding of your tax obligations alongside your Companies Registry compliance, our guide on corporate tax rates in Hong Kong is an essential companion to this article. If you are still getting to grips with Hong Kong's tax identification system, the explainer on Hong Kong tax ID for entrepreneurs covers the BRN and related identifiers in detail.

Which Hong Kong Companies Must File an Annual Return?

Private Limited Companies

Every Hong Kong private limited company must file an NAR1 annual return each year — regardless of size, revenue, industry, or operational status. There are no exemptions based on turnover, headcount, trading activity, years since incorporation, or whether the company has made a profit. The obligation is universal and unconditional among incorporated limited companies.

Under Section 662 of the Companies Ordinance, a Hong Kong private limited company must submit its NAR1 within 42 days of its incorporation anniversary date, accompanied by the prescribed registration fee. Even if every detail of your company's information is identical to last year's — same directors, same shareholders, same address, same share capital — you cannot skip or defer the filing. The Companies Registry has stated explicitly that it has no power to extend the statutory deadline, and no exemption applies to unchanged companies.

Dormant Companies in Hong Kong

This is one of the highest-volume search queries on this topic, and the answer is unambiguous: a dormant company in Hong Kong must still file an Annual Return (NAR1) every year.

As long as the company remains a legally existing entity — meaning it has not been formally wound up or struck off the Companies Registry — the Annual Return obligation applies in full. Zero transactions, zero revenue, zero employees: none of these reduce or remove the obligation.

Declaring a company dormant — through a board resolution or a statutory dormancy declaration — does not suspend or eliminate the NAR1 requirement. Under Hong Kong company law, the concept of "dormancy" relates primarily to accounting treatment and audit exemptions, not to Companies Registry filing obligations.

The only point at which the Annual Return obligation ceases for a dormant company is when it has been formally deregistered and struck off the Companies Registry. If you are weighing the cost of maintaining a dormant company (HK$105/year in filing fees, plus any company secretary fees) against the cost of formally closing it, we recommend consulting a licensed TCSP or legal advisor. For most dormant companies where there is any possibility of reactivation, maintaining the entity on the register is the more practical and cost-effective choice.

Public Companies

Listed companies and larger public corporations are required to file an Annual Return each year, but with a broader scope. The Annual Return for a public company must be accompanied by financial statements, a directors' report, and an auditor's report.

The Annual Return date for a public company is also calculated differently — it is the date falling six months after the end of the accounting reference period, not the incorporation anniversary. Filing must still be completed within 42 days of that date.

Companies Limited by Guarantee

Companies limited by guarantee — which include charitable organisations, registered non-profit associations, professional bodies, and industry trade associations — are equally subject to the annual filing requirement. This is a frequently overlooked obligation for NGOs and membership organisations in Hong Kong. For those establishing a non-profit entity, our guide on how to set up an NGO in Hong Kong covers the compliance obligations applicable to guarantee companies.

Non-Hong Kong Companies Registered in Hong Kong

Foreign companies that have established a place of business in Hong Kong and registered with the Companies Registry under Part 16 of the Companies Ordinance are not exempt. Even if your parent entity is incorporated in the Cayman Islands, the British Virgin Islands, the UK, Singapore, or elsewhere — your Hong Kong-registered branch must comply with local annual filing requirements. Specific filing requirements for non-Hong Kong companies differ from locally incorporated entities; consult the Companies Registry or a licensed TCSP for entity-specific guidance.

What Changed in the 2026 NAR1 Form?

The Transition Is Complete — Only the New Form Is Accepted

The updated NAR1 form has been mandatory since 27 June 2024. The Companies Registry will not accept any filing on the old form — regardless of how carefully it was completed. Always download the form fresh from the Companies Registry's official website immediately before each filing. Do not use a saved version from a previous year, a scanned copy from a colleague, or any third-party source.

There are two significant changes every filer must understand:

Change 1: Business Registration Number (BRN) Replaces Company Number

The old NAR1 used the Company Registration Number (CR Number) as the primary identifier. The updated form now requires the Business Registration Number (BRN) — specifically, only the first eight digits — issued by the Business Registration Office of the Inland Revenue Department. This eight-digit number serves as your company's Unique Business Identifier (UBI) and is printed on your Business Registration Certificate.

Two errors are extremely common in this field:

• Entering the full 10-digit BRN rather than just the first eight digits
  
• Entering the old CR Company Registration Number, which is no longer valid here
  

Either mistake will result in the form being returned. If this happens close to your deadline, you may cross into late-filing territory and owe significantly higher fees. Always locate your Business Registration Certificate and verify the correct number before you begin. Our guide on CR registration number vs BR number explains the distinction in plain terms.

Change 2: Business Nature Code Field Added

The updated NAR1 requires all companies to select a Business Nature Code from an official classification list published by the Companies Registry. This code categorises your company's primary business activity. The full list — the "Business Nature Code and Description Table" — is available as a PDF on the Companies Registry's specified forms page.

This classification aligns with the Hong Kong Standard Industrial Classification (HSIC) framework. If your company operates across multiple business lines, select the code that most accurately reflects your principal activity — the one generating the majority of your revenue or representing the primary use of your resources.

Selecting an irrelevant code is a common reason for returns. A financial advisory firm should not select a wholesale trade code, even if it occasionally sells related products. Cross-reference your registered business description against the official code table before filing. Our guide on HSIC codes for business classification in Hong Kong explains how to navigate this system.

What Information Does the NAR1 Require?

Fields Required for Private Limited Companies

Review every field carefully before submission. An error or inconsistency in any single field can trigger a return request — and a returned filing may arrive back too late to refile within the 42-day window.

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What Private Companies Do NOT Need to Attach

Private limited companies are not required to attach financial statements, profit-and-loss accounts, balance sheets, or cash flow statements to the NAR1. These belong to the tax filing and audit processes administered by the Inland Revenue Department. Only public companies and guarantee companies must include financial documents with their Annual Return.

For companies with complex ownership structures — nominee directors, layered shareholding, or cross-border ownership — our guides on nominee directors in Hong Kong and Ultimate Beneficial Owners (UBO) explain the disclosure obligations that interact directly with your Annual Return.

How to File the Annual Return: Step-by-Step

Method 1: Electronic Filing via e-Registry (Strongly Recommended)

Electronic filing through the Companies Registry's e-Registry portal is the fastest, most reliable method — and the one we strongly recommend for virtually all Hong Kong companies. The system is available 24 hours a day, 365 days a year. It generates an immediate digital confirmation receipt and provides real-time error-checking before your submission is finalised.

How to file via e-Registry:

• Navigate to the Companies Registry e-Registry portal via the official Companies Registry website
  
• Log in using your company account credentials. First-time users must complete a one-time registration — allow extra time for this
  
• Select "Submit Annual Return." The system will pre-populate certain company details from existing records. Do not assume these are correct — review every pre-filled field individually
  
• Complete all required fields manually. Pay particular attention to the BRN (first 8 digits only) and the Business Nature Code (from the official list)
  
• Select your preferred payment method: major credit cards, PPS (PayEasy), or approved e-wallet platforms
  
• Submit and save your confirmation receipt immediately — this is your legal proof of timely filing
  

Why e-Registry reduces risk: The system validates your entries before finalising your submission — catching formatting errors, blank mandatory fields, and share capital mismatches in real time. A returned paper form may arrive back too late to refile within the 42-day window. The e-Registry's error detection removes that risk almost entirely.

Method 2: Paper Filing (By Post or In Person)

Paper filing is still permitted but carries inherently greater risk, particularly when filing close to the deadline.

How to file by paper:

• Download the current NAR1 form directly from the Companies Registry's official website. Confirm the version date is after 27 June 2024
  
• Complete all fields in English or Chinese — no punctuation, currency symbols, or thousand-separator commas in numeric fields
  
• Have the form signed by a director or the company secretary — original wet-ink signature only; electronic signatures are not accepted on paper forms
  
• Prepare a Hong Kong dollar crossed cheque payable to "Companies Registry" in the exact amount of the applicable fee
  
• Deliver by post or in person to: Companies Registry, 14th Floor, Queensway Government Offices, 66 Queensway, Admiralty, Hong Kong
  

A filing is considered received only when it physically arrives at the Companies Registry — not when you post it. If your envelope is delayed in transit and arrives after day 42, you will be treated as a late filer and will owe the escalated fee, regardless of when you sent it. If you are within the final five to seven days of your filing window, switch to e-Registry or deliver in person. Do not take the postal risk.

Five Common NAR1 Filing Mistakes to Avoid

Filing errors are the primary reason Annual Returns are returned — and a returned filing can easily tip you into late-filing territory, triggering penalties that are entirely avoidable. Here are the five most frequently encountered mistakes, and exactly how to avoid each one:

Mistake 1: Wrong Company Identifier — Old CR Number Instead of BRN

Since 27 June 2024, the only valid identifier in the NAR1 is the first eight digits of the Business Registration Number (BRN) from the Inland Revenue Department. The old Company Registration Number is no longer accepted. If you are unsure which number to use, find your Business Registration Certificate — the BRN is printed clearly on it. Enter the first eight digits and omit the rest.

Mistake 2: Punctuation or Currency Symbols in Numeric Fields

All numeric fields must contain Arabic numerals only. No "HK$", no "HKD", no comma separators, no full stops. If your share capital is HK$10,000, enter "10000" — not "HK$10,000" or "10,000". These formatting additions — however logical they seem — are treated as data errors and will result in the form being returned.

Mistake 3: Share Capital and Shareholder Totals Don't Match

The total issued shares declared in the share capital section must precisely equal the sum of all shares listed against individual shareholders. If your company has issued 10,000 shares but your shareholder table totals only 9,000 across all holders, the 1,000-share discrepancy will trigger a return. Before submitting, cross-check your current share register — including any transfers, new issues, or buybacks during the year — against the figures you are entering.

Mistake 4: Using an Outdated Version of the Form

Always download the NAR1 fresh from the Companies Registry's official website before every filing. The form was updated in June 2024, and any submission on the old version will be rejected outright — including copies from prior year filings, scanned versions shared between colleagues, and templates from third-party providers. The current form is free to download directly from the source.

Mistake 5: Selecting the Wrong Business Nature Code

The Business Nature Code must come from the official Companies Registry classification list and must accurately reflect your company's principal business activity. Selecting a code from the wrong industry category — or using a free-text description — is grounds for the form to be returned. Cross-reference the business description on your Business Registration Certificate against the official code table before completing this field. When in doubt, consult your company secretary or a licensed TCSP. Our guide on HSIC codes is a useful reference for navigating this classification system.

Annual Return Fees, Fee Waivers, and Late Penalties (2026)

On-Time Filing Fees

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The NAR1 Fee Waiver: What Happened and Where We Stand in 2026

Many business owners still search for "NAR1 fee waiver Hong Kong" — and it is important to address this clearly.

Between 2020 and 2022, the Companies Registry offered temporary Annual Return fee waivers as part of COVID-19 economic relief measures. During this period, eligible companies could file their NAR1 with the government registration fee waived entirely (HK$0). This scheme was popular and widely used.

Those waivers have now fully and permanently expired. As of 2026, all companies must pay the standard statutory fees — there is no fee waiver scheme currently in operation, and no announcement of any new scheme has been made. Companies that grew accustomed to filing without paying during the waiver years should be aware that the full fee schedule is back in effect. The on-time fee is HK$105 for private companies, and late penalties apply from day 43 onwards with no exceptions.

Late Filing Fees (Tiered and Non-Waivable)

There is no mechanism to appeal, reduce, or waive these higher fees — no first-offender discount, no extenuating circumstances provision, no discretionary relief of any kind:

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Filing on time costs HK$105. Filing nine months late costs HK$3,480 — more than 33 times the on-time fee. The moment your 42-day window closes, the penalty tier applies automatically and irrevocably. This is why professional company secretaries treat Annual Return reminders as among the highest-priority items in their compliance calendars.

Accepted Payment Methods

• Electronic filing (e-Registry): Major credit cards, PPS (PayEasy), approved e-wallet platforms
  
• Paper filing (in person or by post): Hong Kong dollar crossed cheque payable to "Companies Registry" — exact amount only
  

How the 42-Day Deadline Is Calculated

For Private Companies: Counting the Days

The 42-day window begins on the company's incorporation anniversary date — the same calendar date each year on which the company was originally registered. Day 42 from that date is the filing deadline, counted inclusively and including Saturdays, Sundays, and all public holidays.

Worked Example

• Company incorporated: 10 March 2024
  
• 2026 Annual Return date: 10 March 2026
  
• 42nd day: 21 April 2026
  
• Filing must be received by the Companies Registry on or before: 21 April 2026
  

Calendar Rules to Know

• Saturdays, Sundays, and public holidays are counted in the 42 days — they do not extend the deadline
  
• If the deadline falls on a Sunday or public holiday, the Companies Registry does not automatically extend it (unlike some other filing regimes in Hong Kong)
  
• Exception for severe weather: If a Black Rainstorm Warning Signal or Typhoon Signal No. 8 or above is in force on the exact day of your deadline, the deadline is automatically extended to the next working day on which conditions have cleared
  

The Companies Registry provides an official "Annual Return Deadline Calculator" on its website — enter your incorporation date and it calculates your deadline automatically. Use this tool every year rather than calculating manually, as errors in manual calculation are a documented cause of missed deadlines.

For Public Companies

Public companies calculate their Annual Return date from the end of the accounting reference period, not the incorporation anniversary. The Annual Return date falls six months after the accounting year-end, and filing must be completed within 42 days of that date. Public company Annual Returns also require accompanying financial statements, directors' reports, and audited accounts — a considerably more complex process than private company filings.

Consequences of Late NAR1 Filing

Many business owners treat the Annual Return as a low-priority administrative task. The financial penalty is the most visible consequence of missing the deadline — but for growing businesses, the downstream effects on banking access, funding eligibility, and corporate reputation are often far more damaging than the fine itself.

Escalating Registration Fees

As detailed above, the registration fee rises from HK$105 to a maximum of HK$3,480 depending on how late the filing is. The Companies Registry has confirmed explicitly that no mechanism exists to reduce or waive these fees under any circumstances whatsoever. The fee schedule applies automatically the moment you miss day 42.

Criminal Liability Under Section 662 of the Companies Ordinance

Non-compliance with the Annual Return requirement constitutes a criminal offence under Section 662 of the Companies Ordinance (Cap. 622). Even after paying the late registration fee, the company and every responsible officer — including all directors and the company secretary — remain exposed to criminal prosecution. Upon conviction, each party may face a fine of up to HK$50,000 per offence, plus a daily default fine of HK$1,000 for each day of continuing non-compliance.

Directors have personal criminal exposure for the company's failure to file — regardless of whether they were personally responsible for the oversight. This is one of the strongest arguments for building systematic compliance tracking, particularly in companies where operationally focused directors are not closely monitoring administrative deadlines.

Company Strike-Off and Deregistration Risk

This is one of the most underappreciated consequences of persistent non-filing — and one of the most searched keywords related to this topic.

Beyond criminal fines, the Companies Registry can strike off a company that persistently fails to file its Annual Returns. A struck-off company instantly loses all legal standing: it can no longer enter into contracts, hold bank accounts, employ staff, own property, or pursue or defend legal action. Any assets the company holds at the point of strike-off may be treated as bona vacantia — ownerless property that vests in the Hong Kong Government.

Impact on Business Banking

Banks in Hong Kong routinely inspect Companies Registry records when processing business account applications, loan facilities, trade finance requests, and changes to authorised signatories. If your Annual Return filings are out of date, the bank's compliance team will see a discrepancy between what you declare and what the public register shows — a red flag that can trigger delays, additional documentation requests, or a declined application.

Government Funding and Licence Applications

Several Hong Kong government funding schemes, grant programmes, and licence applications require applicants to demonstrate good standing with the Companies Registry. A company with outstanding Annual Returns or a history of late filings may be ineligible for key SME support programmes at exactly the moment it needs them most. Our overview of SME funding programmes in Hong Kong outlines schemes where regulatory good standing is a direct eligibility criterion.

Can I File the NAR1 Myself? DIY vs Company Secretary

Yes — you can file the NAR1 annual return yourself using the e-Registry platform, provided your company's structure is straightforward. There is no legal requirement to use a company secretary or professional service provider for Annual Return filing. The statutory obligation falls on the company and its responsible officers to ensure timely and accurate submission, regardless of who physically completes the form.

The Comparison

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When DIY Filing Makes Sense

If your company has a single director, a single shareholder, all details are unchanged from last year, and you are comfortable using the e-Registry platform, self-filing is entirely practical. The e-Registry's real-time error-checking provides a meaningful safety net, and keeping your cost at HK$105 is a sensible outcome for a simple structure.

When a Professional Company Secretary Is the Right Call

Engaging a licensed Trust or Company Service Provider (TCSP) is strongly recommended if any of these apply:

• More than one shareholder, particularly if shareholding proportions changed during the year (transfers, new issues, buybacks)
  
• Nominee director arrangement in place
  
• Ultimate Beneficial Owner (UBO) disclosure obligations that must remain consistent across all statutory filings
  
• Multiple Hong Kong entities to manage simultaneously, each with its own deadline
  
• Any structural change during the year — director appointment or resignation, share transfer, registered address change — that must be reflected in the return
  

The incremental cost of professional support — typically HK$500 to HK$2,000 per year — is modest against the potential combined cost of a late filing: up to HK$3,480 in fees alone, before any legal exposure or business disruption is considered. For any company with structural complexity, professional assistance pays for itself in risk reduction.

For a full understanding of the company secretary's role and responsibilities in Hong Kong, our guide on company secretary roles and duties is essential reading. For companies with international ownership, the guide to Ultimate Beneficial Owners (UBO) covers how UBO disclosure requirements interact with your Annual Return.

How Aspire Supports Your Financial Compliance

Filing your Annual Return on time is one piece of a larger compliance and financial management picture. While staying on top of Companies Registry obligations protects your legal standing, building the right financial infrastructure accelerates everything else — and that increasingly means going beyond the limitations of traditional banking.

Aspire is a fully integrated financial operating platform designed specifically for modern Hong Kong businesses:

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Frequently Asked Questions

Q: Does a Sole Proprietorship or General Partnership Need to File an NAR1?

No. The NAR1 requirement applies exclusively to limited companies incorporated under the Companies Ordinance (Cap. 622). Sole proprietorships and general partnerships are unincorporated arrangements and are not subject to this obligation. They must instead renew their Business Registration Certificate annually with the Inland Revenue Department and file the relevant tax returns. Our guide on sole proprietorship in Hong Kong covers the compliance obligations specific to that structure.

Q: Is the Annual Return the Same as an Annual General Meeting (AGM)?

No — these are completely separate requirements. An AGM is a shareholders' meeting. The Annual Return is a document filed with the Companies Registry. Under the current Companies Ordinance, private limited companies in Hong Kong are no longer required to hold an AGM. The Annual Return obligation, however, remains fully in force. The abolition of the mandatory AGM has no bearing on the NAR1 filing requirement.

Q: Does a Newly Incorporated Company Need to File in Its First Year?

Yes — from the very first incorporation anniversary date. There is no first-year grace period, no threshold below which the requirement is suspended, and no exemption for new companies. This is one of the most common and costly misconceptions among new Hong Kong founders. Set a calendar reminder on the day of incorporation for the same date the following year, with adequate lead time to prepare.

Q: Can I File the Annual Return Before the Anniversary Date?

No. The NAR1 must accurately reflect the company's structure as at the incorporation anniversary date — so it cannot be submitted before that date arrives. You can prepare all the information in advance, then file via e-Registry on the anniversary date itself. This is the most efficient approach.

Q: I Found an Error After Filing. Can I Amend the Annual Return?

Not by resubmitting the NAR1. Once accepted, the Annual Return cannot be directly amended. If you discover an error — incorrect director details, wrong shareholder name, inaccurate address — you must file a separate statutory change notification form to correct that specific record. For example, Form ND2A is used for director changes. The Annual Return remains on record as originally filed; the correction is registered via the relevant notification form.

Q: As the Sole Director and Sole Shareholder, Can I Sign the NAR1 Myself?

Yes. The NAR1 must be signed by a director or the company secretary. If you are the sole director and no separate company secretary has been appointed, you may sign in your capacity as director. If your company has an external company secretary — individual or corporate TCSP — they will typically execute and file the form on the company's behalf as part of their ongoing service.