Filing the NAR1 Annual Return in Hong Kong: The 42-Day Deadline

The Annual Return, Form NAR1, is a statutory filing that every Hong Kong private company delivers each year to the Registrar of Companies at the Companies Registry. It is a snapshot of the company’s particulars as at its return date: the registered office address, the share capital and shareholders, the directors, and the company secretary.

Its purpose is public transparency, not taxation. The Companies Registry maintains the public record of who owns and runs each Hong Kong company, and the NAR1 is the mechanism that keeps that record current. Anyone conducting a company search on a Hong Kong entity, from a bank running KYC to a prospective business partner, sees the picture painted by its latest Annual Return.

Because Hong Kong stacks three unrelated "annual" obligations on every company, this is the single most confused area of Hong Kong compliance for new directors. Let us separate them once and for all.

Every Hong Kong private company must deliver a NAR1 once in every year (other than the year of its incorporation), made up to the company’s return date, and delivered within 42 days after that date.

For a private company, the return date is the anniversary of the company’s incorporation date. Incorporated on 15 March, your return date is 15 March each following year, and your NAR1 must reach the Registrar by 26 April, 42 days later. The particulars in the form are stated as at the return date, which is why the form is described as "made up to" that date.

Two variants apply to less common structures. A company re-domiciled to Hong Kong files within 42 days after the anniversary of its re-domiciliation date. A registered non-Hong Kong company files within 42 days after the anniversary of its registration date in Hong Kong, on Form NN3 rather than NAR1, with an on-time fee of HK$180. Local public companies and companies limited by guarantee follow a different rule: their return date is 6 months (public) or 9 months (guarantee) after the end of the accounting reference period, not the incorporation anniversary.

The 42 days are statutory and rigid. The Registrar of Companies has no power to extend the deadline, whatever the reason: there is no application, no discretion, no grace period. Weekends follow a precise rule set by the Companies Registry: if the 42nd day falls on a Saturday, the deadline stays unchanged, but if it falls on a Sunday or a public holiday, the due date moves to the following day that is neither a Sunday nor a public holiday.

The practical consequence: your return date never changes, so this is the most predictable deadline in Hong Kong compliance, and also the least forgiving. Put the incorporation anniversary plus 42 days in the company calendar permanently. The Companies Registry also provides an Annual Return Filing Calculator on cr.gov.hk that computes the exact due date from your incorporation date.

The NAR1 reports the company’s particulars as at the return date:

• Registered office address. The company’s official address in Hong Kong, where statutory correspondence is served.
• Share capital and shareholders. The issued share capital and the particulars of the members holding it, including shares transferred since the last return.
• Directors. The particulars of every director, individual or corporate.
• Company secretary. The particulars of the company secretary, the officer who in practice usually prepares and delivers the NAR1 itself.
• Made-up date. The return date to which all of the above is stated.

For most small companies whose particulars have not changed during the year, completing the form is a matter of confirming existing information. The work is not the form; the work is making sure the underlying record is right. If a director resigned, shares changed hands, or the registered office moved during the year, those events have their own separate notification forms and deadlines, and the NAR1 should reflect a register that is already up to date, not serve as the vehicle for reporting the changes.

Accuracy matters beyond compliance. Banks, payment providers and counterparties routinely pull a company’s filed NAR1 during onboarding and KYC reviews. A return showing stale or inconsistent particulars is a common source of friction in exactly the processes non-resident founders care most about, starting with business account applications.

The escalating fee schedule is only the financial layer. The legal layer is more serious than most founders realise.

Late delivery multiplies the cost automatically. The swing is stark: HK$105 on time, HK$870 the moment you are past day 42, and HK$3,480 once you are more than 9 months past the return date, a fee 33 times the on-time amount. These are registration fees fixed by legislation, not discretionary penalties, which is precisely why the Registrar cannot waive or reduce them, whatever the explanation.

Non-delivery is a criminal offence. If the company fails to deliver its Annual Return, the company and every responsible officer are liable to prosecution and, on conviction, to fines: under section 662 of the Companies Ordinance, up to HK$50,000 for each breach plus a daily default fine of HK$1,000 while the default continues. This is not a theoretical risk: the Registrar issues summonses in the Magistrates’ Courts against companies that fail to deliver their statutory returns on time (3,232 summonses across all offences from January to September 2026), and delivering the overdue return after a summons has been issued does not get it withdrawn. For a director, that means a personal exposure, not just a corporate one.

The record follows the company. A history of late Annual Returns sits on the public register indefinitely. It surfaces in company searches, undermines the company’s standing with banks and counterparties, and signals compliance weakness at exactly the moment a company is being evaluated.

For a filing that takes minutes and costs HK$105 when done on time, the asymmetry could not be clearer.

This guide is based on the Companies Registry official guidance, verified in August 2026: Annual Return of a Local Private Company (cr.gov.hk/en/compliance/annual-return/private-company.htm), the Annual Return Filing Calculator (cr.gov.hk/en/compliance/annual-return/calculator.htm), the dormant companies FAQ, and the Companies (Fees) Regulation (Cap. 622K). The section 662 penalty, the weekend rule, Form NN3, the dormancy limits and the prosecution figures were checked in November 2026 against the Companies Registry annual return pages, its annual return, dormant companies and compliance FAQs, its enforcement page and its prosecution statistics.

Fees and deadlines reflect the position published by the Companies Registry as at August 2026. Requirements can change; confirm current fees on cr.gov.hk or with your company secretarial provider before filing. For your complete first-year and Year 2 cost breakdown, including the NAR1 fee alongside every other recurring cost, see our Hong Kong company formation cost guide.