Annual Return Filing in Hong Kong: A Complete Guide
Do you have a Hong Kong company or are you looking to set up one? Every Hong Kong company has to file an Annual Return, as stated Companies Ordinance.
Learn more about all aspects of the annual return filing in Hong Kong in this article.
What is an annual return in Hong Kong?
First, let’s get a common confusion out of the way: the annual return form has nothing to do with taxes for the company.
Instead, the annual return is a form submitted at the Hong Kong Company Registry every year. It gives the government a snapshot of your company’s most important details, from director and shareholder information to the official registered address and overview of operations.
The purpose of the annual return is a check of your corporate compliance status to determine whether the company can continue to run legally.
Annual returns are also known as Form NAR1. This form is prepared by your appointed company secretary and signed by the director, company secretary, managers or authorized representative.
There is an annual registration fee to be paid together with the submission.
Which businesses are required to file an annual return?
Locally incorporated private limited companies and registered non-Hong Kong companies are required by law to file an annual return submission.
However, private companies that have applied for dormant status, are exempt from filing the NAR1 form.
What information has to be submitted?
As mentioned, you need the NAR1 Form to file your annual return.
Form NAR1 includes company particulars such as:
- the registered office address
- details about the shareholders, directors and company secretary
- information about the shares structure
- and more
How and when to submit your annual return
The annual return has to be filed every year within 42 days of the company’s incorporation anniversary date.
Should no information have been changed year-on-year, you are still obliged to submit the NAR1 form and supporting documents.
There are annual fees applicable to different types of companies:
- Private Company: HK$105
- Company Limited by Guarantee: HK$105
Currently, the fee is waived for annual filings within the 42-day period. This arrangement is in place until 30 September 2022.
The filings can be submitted hard copy or electronically.
Hard copy: you will need to print the NAR1 form and deliver a signed copy by post or in-person to the Companies Registry, together with certified true copies of the additional documents and the correct fee.
Electronically: The electronic filing services of the Companies Registry is accessible 24/7. Find more information and how to sign up for the e-Registry here.
In case of late filing
If a company fails to file the annual return within the prescribed period of 42 days, it is in breach of the Companies Ordinance and liable to a fine. The same consequences apply when you forget to submit the annual return altogether.
The later the submission, the higher the fine.
|Late submission period||Fine|
|>42 days and <3 months after anniversary date||HK$870|
|>3 months and <6 months after anniversary date||HK$1,740|
|>6 months and <9 months after anniversary date||HK$2,610|
|>9 months after anniversary date||HK$3,480|
If a company fails to comply with the annual return requirement, the company and every responsible person are liable to prosecution and, if convicted, fines. The maximum penalty per breach is HK$50,000. In case of a continuing offence, a daily default fine of HK$1,000 will be imposed.
How a Company Secretary can help
In Hong Kong, it is mandatory for incorporated companies to appoint a Company Secretary. Companies often use the company secretary services at a professional services provider.
A company secretary has several duties such as acting as an advisor to the board of directors, processing share transfers and keeping registers up-to-date.
Furthermore, they are in charge of filing the annual return.
You can switch your company secretary, for example to Triple Eight, part of the HWKJ Group.
Triple Eight provides professional company secretary services, including preparing and filing annual returns – on time.
We are highly experienced in Hong Kong company laws and regulations, so you can keep your focus on growing your business.