A company answers to two regulators on two clocks. The Companies Registry runs off your incorporation anniversary, and the Inland Revenue Department (IRD) runs off your accounting year-end. Every fee and deadline below comes from a Companies Registry or IRD page, linked to the page it came from, so you can check it before you rely on it.
| Obligation | Deadline or fee | Source |
|---|---|---|
| Annual return (NAR1), Companies Registry | Within 42 days after the anniversary of the date of incorporation, every year | [1] |
| Year of incorporation | No annual return is due in the year the company is incorporated | [5] |
| NAR1 annual registration fee, delivered on time | HK$105 | [1] |
| Late: more than 42 days after but within 3 months after the return date | HK$870 | [1] |
| Late: more than 3 months after but within 6 months after the return date | HK$1,740 | [1] |
| Late: more than 6 months after but within 9 months after the return date | HK$2,610 | [1] |
| Late: more than 9 months after the return date | HK$3,480 | [1] |
| Failure to deliver, on conviction | Maximum HK$50,000 for each breach, plus a daily default fine of HK$1,000 for a continuing offence | [1] |
| 42nd day on a Sunday or public holiday | Moves to the following day that is neither; a Saturday due date does not move | [5] |
| Appointment or cessation of a director or company secretary (ND2A) | Within 15 days after the appointment or cessation | [6] |
| Business registration renewal, IRD | Demand note sent around the middle of the month before the renewal certificate starts; certificate valid for one year, or three years if selected | [2] [3] |
| Annual general meeting | Within 9 months after the end of the accounting reference period (private company that is not a subsidiary of a public company) | [4] |
| Significant controllers register | Kept at the registered office or a place in Hong Kong; not delivered to the Registry | [7] |
Delivering the NAR1, step by step
- Diary the return date. Who: the company secretary or a director. By when: the day the company is incorporated; the return date is the anniversary of the date of incorporation, and the Registry's Annual Return Filing Calculator gives the due date [1].
- Report changes on their own forms first. Who: the company secretary. By when: as they happen; a new or departing director or company secretary goes on Form ND2A within 15 days [6], and a new registered office on Form NR1, because the NAR1 states particulars and does not report changes [5].
- Check the significant controllers register. Who: the company. By when: before the return date and whenever control changes; the register is kept at the registered office or a place in Hong Kong, not filed [7].
- Complete Form NAR1. Who: the company secretary or a director. By when: once the return date arrives; it gives the registered office, shareholders, directors and company secretary as at the made up date of the return [1].
- Sign it. Who: a director or the company secretary. By when: before delivery; a return that is not properly signed, or not accompanied by the correct fee, is rejected and treated as not delivered [1].
- Deliver it with the fee. Who: the company secretary or another presentor. By when: within 42 days after the anniversary of incorporation; online through the Registry's 24-hour e-Services Portal, or on paper by post or in person with the HK$105 fee [1].
- Keep proof of delivery. Who: the company secretary. By when: the day it goes in; a posted return counts by its postmark date for the fee, but is not delivered at all if the Registry never receives it [5].
The annual return (form NAR1)
Every private company must deliver, in respect of every year, an annual return in the specified form, Form NAR1, for registration [1]. It is a snapshot of the company's particulars as at the made up date of the return: the address of the registered office, shareholders, directors, company secretary and so on [1]. The deadline is within 42 days after the anniversary of the date of the company's incorporation, not its accounting year-end [1], and a private company delivers one every year except the year it was incorporated [5]. Because the deadline is anniversary-based, it lands on a date that has nothing to do with your tax calendar. Put it in the calendar the day you incorporate.
Three details catch people out. Sundays and public holidays count towards the 42 days, though a 42nd day that falls on one moves to the following day that is neither a Sunday nor a public holiday [5]. A due date on a Saturday does not move [1]. And the Registrar of Companies has no power to extend the statutory time limit [1]. A private company with a share capital does not deliver its financial statements with the return; that requirement applies only to public companies and guarantee companies [5].
The return can go in on paper or online. On paper, you download the bilingual Form NAR1, complete it in English or Chinese, have a director or the company secretary sign it, and deliver it with the fee by post or in person [1]. Online, you deliver it with the fee through the e-Services Portal [1]; users registered there and subscribed to e-Filing Services can deliver annual returns electronically [5].
What a late return costs
The fee is HK$105 for a private company that delivers on time [1]. Late, it escalates with how far past the return date the delivery lands, as the table above sets out: HK$870, HK$1,740, HK$2,610 and then HK$3,480 [1]. The Registrar does not have power to waive the higher registration fees [1], and the Registry's answer to a company that never received a reminder is that delivering on time is the responsibility of the directors and company secretary [5]. A return re-delivered after a rejection is charged by the date of re-delivery, which can push it into a higher band [1].
The fee is the smaller risk. Failing to deliver within the prescribed time is a criminal offence: the company and every responsible person are liable to prosecution and, if convicted, a maximum fine of HK$50,000 for each breach and 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 returns [5]. A company that has stopped trading still files, unless it has declared itself dormant by a special resolution delivered to the Registry [5] [8].
Company secretary, registered office and significant controllers
The annual return reports the officers; it does not appoint them. A private company must have at least one director who is a natural person and one company secretary, and a sole director cannot also act as the company secretary [6]. A company secretary who is an individual should ordinarily reside in Hong Kong; a corporate secretary needs its registered office or place of business here [6]. Appointments and cessations go to the Registry on Form ND2A, and changes in their particulars on Form ND2B, each within 15 days [6]. A change of registered office is reported on Form NR1 [5].
Every company incorporated in Hong Kong, other than a listed company, must also identify the people with significant control over it and keep a significant controllers register [7]. Significant control includes holding, directly or indirectly, more than 25% of the issued shares or more than 25% of the voting rights, or the right to appoint or remove a majority of the board [7]. The register is not delivered to the Registry; it is kept at the registered office or a place in Hong Kong and must be accessible to law enforcement officers on demand [7]. A company that knows it has no significant controller still keeps the register and states that fact in it [7].
Business registration renewal
Business registration belongs to the IRD, not the Companies Registry, and paying one does not discharge the other: you still pay the annual registration fee with the NAR1 even if you have renewed your business registration [5]. The IRD's Business Registration Office sends a renewal demand note approximately in the middle of the month before the renewal certificate starts; for a certificate starting in May, the note goes out in mid-April [2]. Once paid, the receipted demand note becomes the Business Registration Certificate [2]. If the note never arrives, you can still renew in person, by post or through your eTAX account [2].
You can elect a certificate valid for three years instead of one; for a business already on the register, the election must be made at least one month before the current certificate expires [3]. The fee and levy are not refunded if the business stops before a three-year certificate runs out [3]. The fee itself changes with government budget measures, so check the demand note rather than budgeting from an old one.
The AGM and your financial statements
A private company that is not a subsidiary of a public company must hold its annual general meeting within 9 months after the end of its accounting reference period [4]. Where the first accounting reference period is longer than 12 months, the deadline is 9 months after the first anniversary of incorporation or 3 months after the end of that period, whichever is later [4]. Notice of an AGM is at least 21 days [4].
Many small companies never meet in person. A company need not hold an AGM if everything required at it is done by written resolution and members receive the documents in time, a company may dispense with AGMs by a resolution passed by all members, and a single member company is not required to hold one [4]. None of that removes the financial statements: they still have to be prepared and audited on the same clock. This is the quiet deadline that actually drives when your audit must finish; our audit requirements guide covers what the auditor needs.
How the two clocks interact
- Incorporation-anniversary clock (Companies Registry): the NAR1 within 42 days after each anniversary [1], and changes of officers within 15 days of each change [6].
- Business registration clock (IRD): the renewal demand note around the middle of the month before the certificate starts [2].
- Year-end clock (IRD and auditor): audited financial statements in time for the AGM window [4], the profits tax return, and the Employer's Return each April.
Most compliance misses in small companies happen because these clocks are tracked in two heads: the founder watches the tax deadline, and no one watches the anniversary. The Registry offers an Annual Return e-Reminder service on the e-Services Portal that sends registered users electronic notifications [5]; it helps, but the obligation stays with the directors and company secretary [5]. A single shared calendar with both sets of dates removes the whole problem. For the tax side, see the profits tax return guide and the Employer's Return guide.
How Suma handles this
Suma is accounting software. It does not prepare or deliver the annual return, keep your statutory registers or act for the company at the Companies Registry; that stays with you and whoever is your company secretary. What it does is keep the books the year-end clock depends on:
- Double-entry books with 4-digit account codes, where every edit is a void and a re-create, so the history behind each figure stays visible.
- A bank feed through Finverse that brings each line from the business bank account into the books.
- Receipts and documents vaulted against the books, attached to the entry they support, such as the receipt for a registration fee.
- A year-end pack exported to our partner CPA firm, with more than 40 years in practice, under a hash the server computes, and a filed year locked against edits afterwards.
- Auditor questions answered on your request desk, line by line, with the receipt attached.
Frequently asked questions
What is the NAR1 fee?
For a local private company, the annual registration fee is HK$105 if the annual return is delivered within 42 days after the most recent anniversary of the date of incorporation [1]. Late delivery carries a substantially higher fee, from HK$870 to HK$3,480 depending on how late it is [1]. The fee goes in with the return, on paper or through the e-Services Portal, and a return without the correct fee is rejected [1].
What is the penalty for filing the NAR1 late?
Two things. First, the higher registration fee: HK$870 if the return is more than 42 days late but within 3 months after the return date, HK$1,740 within 6 months, HK$2,610 within 9 months and HK$3,480 after that [1], which the Registrar has no power to waive [1]. Second, prosecution: the company and every responsible person are liable, if convicted, to a maximum fine of HK$50,000 for each breach and HK$1,000 a day for a continuing offence [1].
When is the annual return deadline in Hong Kong?
For a local private company, within 42 days after the anniversary of the date of its incorporation, every year [1], except the year it was incorporated [5]. A company incorporated on 10 March therefore delivers by 21 April each year. Sundays and public holidays count, and a 42nd day that falls on one moves to the following day that is neither, but a Saturday due date does not move [5]. The Registrar cannot extend the time limit [1].
Does a dormant company have to file an annual return?
Not while it is dormant: the requirement to deliver annual returns does not apply to a dormant company [8]. A private company becomes dormant by passing a special resolution declaring it and delivering that resolution to the Registrar [8]. It still delivers the return for the year it goes dormant if dormancy takes effect after the 42nd day after its anniversary, and the exemption ends on the date of any accounting transaction [8]. A company that simply stopped trading, without the resolution, still files [5].
General information current as of 16 October 2026. This is not legal, tax or accounting advice. Fees and deadlines change; confirm the current position with the Companies Registry, the IRD or a licensed practitioner.