The fee when you file on time
For a private company, the annual registration fee is HK$105 if the annual return is delivered within 42 days after the most recent anniversary of its incorporation or re-domiciliation[1]. The fee goes in with the return, by post or in person at the Companies Registry, or electronically through the e-Services Portal[1]. A return without the correct fee, or not properly signed by a director or the company secretary, is treated as unsatisfactory and rejected; the fee is then worked out from the date it is delivered again, which can mean a higher fee[1].
The late fees
| When the annual return is delivered | Fee (HK$) |
|---|---|
| Within 42 days after the return date | 105 |
| More than 42 days after, but within 3 months after, the return date | 870 |
| More than 3 months after, but within 6 months after, the return date | 1,740 |
| More than 6 months after, but within 9 months after, the return date | 2,610 |
| More than 9 months after the return date | 3,480 |
The return date is the anniversary of the date of incorporation or re-domiciliation in that year[1]. If you post the return, the post mark date counts as the delivery date for the fee[2], but a posted return the Registrar never receives has not been delivered at all[2].
Prosecution as well as the fee
Failing to deliver the annual return within the time limit is a criminal offence, and the company and every responsible officer are liable to prosecution[1]. Under section 662 of the Companies Ordinance the maximum penalty is HK$50,000 for each breach, plus a daily default fine of HK$1,000 for a continuing offence[1]. The Registrar may also consider striking off a company that does not deliver its annual returns[2].
No waiver and no extension
The Registrar has no power to waive the higher fees prescribed in the Companies (Fees) Regulation (Cap. 622K)[1], including where a company says it never received a reminder[2]. The Registrar cannot extend the time limit either[1]. A company with no business that cannot afford the higher fee is pointed to deregistration under section 750 or to winding up instead[2].
Points that catch owners out
- Paying the business registration fee to the IRD does not cover the annual registration fee: the annual return and its fee are a separate duty under the Companies Ordinance[2].
- A due date that falls on a Saturday does not move, so a return handed in on the following Monday pays the higher fee[2].
- The members schedule of the NAR1 must be completed every year even if nothing has changed, or the return is sent back[2].
- Changes of directors, company secretary or registered office are filed on their own forms and cannot be reported only in the annual return[2].
Staying on the HK$105 fee
- Note the incorporation date from the certificate and set a reminder well before the 42nd day.
- Register for the Annual Return e-Reminder service on the e-Services Portal[2].
- File electronically or deliver early; the Registry itself advises delivering as early as possible within the 42 days[2].
Rules, forms and figures can change, and the official pages listed below are the authority wherever this summary differs from them.