1. What is the NAR1 Annual Return?
The Annual Return (Form NAR1) is a statutory snapshot that every Hong Kong-incorporated private company must deliver to the Companies Registry once every calendar year. It is not a tax filing — it has nothing to do with the Inland Revenue Department or profits tax. It is a corporate-registry filing that confirms, as of the "made-up date," the company's current:
- Registered office address
- Directors and their particulars
- Company secretary details
- Shareholders and share capital structure
- Significant Controllers Register status (confirmation that one is being maintained)
If any of this information hasn't changed since the last return, you still have to file — NAR1 confirms the record is current, it doesn't just report changes. Private companies limited by shares file NAR1 once a year within the statutory window described below; public companies and companies limited by guarantee have different timing rules (annual general meeting-linked) and aren't the focus of this guide.
NAR1 (Companies Registry) is separate from your annual Business Registration Certificate renewal (Inland Revenue Department). Many first-time directors conflate the two — you need to track both deadlines independently, and they are not on the same clock.
2. The deadline: incorporation anniversary + 42 days
For a private company limited by shares, the statutory rule is simple to state and easy to get wrong in practice: the Annual Return must be delivered to the Companies Registry within 42 days after the company's return date — and the return date is the anniversary of the company's date of incorporation.
Example: a company incorporated on 15 March 2020 has its return date on 15 March every subsequent year. The NAR1 for that year must reach the Registry no later than 26 April (42 days after 15 March) of that same year — every single year, for the life of the company.
The 42-day window is measured by when the Registry receives the filing (or, for e-filing, when it is successfully submitted through the e-Registry / CR eFiling portal), not when you mail it or hand it to your company secretary. Build in buffer — don't file on day 42 itself.
3. Holiday roll-forward: the rule most companies get wrong
Here's the detail that catches out even careful founders: if the 42nd day falls on a Saturday, Sunday, or a Hong Kong general holiday, the deadline is not brought forward — it rolls to the next working day. This is standard Companies Registry practice for statutory deadlines that land on non-working days, and it can shift your real due date by anywhere from one day to several days around long holiday clusters (Chinese New Year, Easter, National Day golden week).
The trap works both ways:
- Don't assume you're late just because the calendar date has passed — if that date was a Sunday or public holiday, you may still be within the rolled-forward window.
- Don't assume you have extra time beyond the roll-forward — the grace is only to the next working day, not to a fixed later date.
Always verify the exact incorporation date (not an approximate one — "mid-March" isn't good enough for calculating a 42-day statutory window) and check that year's HK general holiday list before treating any date as final.
4. Late filing penalties: the four escalating tiers
Miss the (holiday-rolled) deadline and the Registry applies a higher filing fee that scales with how late you are. These are statutory registered filing fees for a private company's NAR1, illustrated here as a worked example:
| Delay after the due date | Late filing fee |
|---|---|
| Not later than 42 days (on time) | Standard registration fee |
| More than 42 days, but not more than 3 months late | HK$870 |
| More than 3 months, but not more than 6 months late | HK$1,740 |
| More than 6 months, but not more than 9 months late | HK$2,610 |
| More than 9 months late | HK$3,480 |
Each tier is a flat step-up, not a daily accrual — but if a company falls behind for multiple consecutive years, each year's NAR1 is assessed separately at whatever tier applies to that filing's lateness. A company that's several years behind can be looking at several multiples of the top-tier fee, plus registry scrutiny, plus in serious cases potential prosecution of the company and every responsible officer under the Companies Ordinance for continued non-compliance. Persistent non-filing is also a red flag that surfaces in due-diligence checks by banks, investors, and grant assessors.
5. Who is responsible for signing and filing?
Filing NAR1 is a statutory duty of the company, and in practice the responsibility sits with:
-
The company secretary — in Hong Kong, every private company must appoint a company secretary (a natural person resident in HK, or a body corporate with a registered office/place of business in HK). The secretary is typically the one who prepares and submits NAR1.
-
A director — a director can also sign and submit the return, and ultimately the board is responsible for ensuring the company meets its statutory filing obligations, even where a secretarial firm handles the mechanics.
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An authorised agent — many companies delegate this to their company secretarial provider, who prepares and e-files NAR1 on the company's behalf using the director's or secretary's authorisation.
Whoever signs it, the legal duty to file on time rests with the company itself — "our secretarial firm forgot" is not a defence the Registry accepts when assessing late fees.
6. How to file NAR1
7. How CompanyForge / Bookkeep tracks NAR1 for you
NAR1 is exactly the kind of deadline that's easy to forget and expensive to miss — a single date, once a year, that doesn't show up on most founders' radar until it's already late. CompanyForge's compliance tooling (Bookkeep) is built specifically to close that gap.
ForgeOps Subscription — statutory filing tracking, holiday-roll aware
Bookkeep computes each company's real NAR1 due date from its actual incorporation date, automatically rolls the date forward across weekends and HK general holidays, and surfaces an alert well before the 42-day window closes — not after. Your company secretary partner is looped in with enough lead time to prepare and e-file, so the standard fee applies, not a late-filing tier.
What's included:
- Per-company deadline calendar — every entity you control, its real NAR1 due date, computed and holiday-rolled automatically
- Advance alerts — flagged well ahead of the deadline, not on the day it's due
- Coordination with your licensed company secretarial partner — CompanyForge does not itself act as your TCSP; filings are executed via our licensed partners
- Multi-entity tracking — useful for founders running a Hong Kong holding structure alongside operating subsidiaries, each with its own anniversary date
8. FAQ
Do I need to file NAR1 even if nothing has changed?
What if my company was incorporated on a date that doesn't exist every year (e.g. 29 February)?
Is the 42-day deadline the same for every type of Hong Kong company?
Can I file NAR1 early, before the anniversary date?
What happens if I never file at all?
Can CompanyForge file NAR1 for my company directly?
This article is general guidance based on published Hong Kong Companies Registry practice as of 2026 and is not professional legal or company secretarial advice. Confirm your company's exact return date, applicable holiday roll-forward, and fee tier with a licensed company secretary before relying on any date or figure above.