Annual Return Filing Requirements for Hong Kong Companies

Filing an annual return is a statutory obligation for every Hong Kong company under the Companies Ordinance (Cap. 622). Failure to comply can result in significant penalties, prosecution, and even the striking-off of your company from the Companies Register. This guide provides a comprehensive, step-by-step overview of the requirements, deadlines, fees, and common pitfalls to avoid.

What Is an Annual Return?

An annual return is a document that provides a snapshot of your company's key details as at a specific "return date." It is not a tax return (that is filed separately with the Inland Revenue Department, IRD). The annual return is filed with the Companies Registry (CR).

The return date is the anniversary of your company's incorporation. For example, if your company was incorporated on 15 March 2022, the first annual return is due on 15 March 2023, and subsequent returns are due on each anniversary thereafter.

Who Must File?

Every Hong Kong company limited by shares, including:

Private companies
Public companies
Companies limited by guarantee (with some modifications)

Exceptions:

Companies that have been struck off the register
Companies in the process of winding up (but only after the final meeting and dissolution)

Key Information Required in the Annual Return

The annual return (Form NAR1) must contain the following information as at the return date:

Section	Details Required
Company name	Exact registered name
Company number	CR number
Registered office address	Physical address in Hong Kong (not a PO Box)
Principal business address	If different from registered office
Nature of business	Described using HSIC codes (see below)
Directors	Full names, addresses, and identification numbers
Company secretary	Full name, address, and identification number (must be an individual resident in Hong Kong or a body corporate with a registered office in Hong Kong)
Shareholders	Names, addresses, and number of shares held
Share capital	Total issued share capital and number of shares
Indebtedness	Whether the company has any outstanding charges or mortgages

HSIC Codes: How to Describe Your Business

The Hong Kong Standard Industrial Classification (HSIC) Version 2.0, published by the Census and Statistics Department, is used to classify your company's principal business activity. You must select at least one HSIC code that best describes your main business.

Common examples:

HSIC Code	Description
561100	Restaurants
620100	Computer programming activities
681100	Real estate agencies
464900	Wholesale of other household goods
702000	Management consultancy activities
749000	Other professional, scientific and technical activities

You can list up to three HSIC codes in the annual return. If your company has multiple business lines, list them in order of importance.

Tip: If you are unsure which code applies, use the official HSIC Code Finder at the Census and Statistics Department website or consult a professional.

Filing Deadline and Penalties

The annual return must be filed within 42 days after the return date. For example, if your return date is 15 March, the deadline is 26 April (42 days later).

Late Filing Penalties (as of 2025)

Period of Delay	Penalty (HK$)
Not more than 3 months	870
More than 3 but not more than 6 months	1,740
More than 6 but not more than 9 months	2,610
More than 9 months	3,480

These penalties are per return and are in addition to the standard filing fee (HK$105 for companies with share capital). If you fail to file for two consecutive years, the CR may initiate prosecution, and the company may be struck off the register.

Step-by-Step Filing Procedure

Step 1: Obtain the Form NAR1

Download Form NAR1 from the Companies Registry e-Registry (www.e-registry.gov.hk) or collect a paper copy from the CR office.

Step 2: Complete the Form

Fill in all required fields. Ensure:

All names match the CR's records exactly.
Addresses are current and in Hong Kong.
HSIC codes are correct and up to date.
Director and secretary details are accurate (including identification numbers).

Step 3: Sign the Form

The annual return must be signed by:

A director, or
The company secretary, or
A person authorised by the board.

Step 4: Submit and Pay

Online filing (recommended):

Log in to the e-Registry.
Upload the completed form.
Pay the fee (HK$105 standard fee plus any late penalty) via credit card, PPS, or e-Cheque.
You will receive an electronic receipt and confirmation.

Paper filing:

Post or deliver the signed form to:

Companies Registry
14/F, Queensway Government Offices
66 Queensway, Hong Kong
Enclose a cheque payable to "Companies Registry" for the fee.

Step 5: Keep a Copy

Retain a copy of the filed return and the receipt for your records. The CR will not send a confirmation by post unless you request it.

Common Mistakes and How to Avoid Them

Mistake	Consequence	How to Avoid
Missing the 42-day deadline	Late penalty + risk of prosecution	Set a calendar reminder 30 days before the return date
Incorrect HSIC code	Return may be rejected or flagged	Use the official HSIC Code Finder
Outdated director/shareholder details	Inaccurate public record	Update the CR immediately when changes occur (Form ND2A, etc.)
Forgetting to sign the form	Return is invalid	Double-check before submission
Using a PO Box as registered office	Return rejected	Ensure a physical Hong Kong address is used

Annual Return vs. Tax Return: Key Differences

Aspect	Annual Return (NAR1)	Tax Return (Profits Tax)
Filing body	Companies Registry	Inland Revenue Department
Purpose	Update company details	Report profits and pay tax
Frequency	Annually (by anniversary)	Annually (by IRD deadline)
Fee	HK$105 (standard)	Nil (but tax may be payable)
Penalty for late filing	Fixed penalty + prosecution	Penalty + potential tax assessment
HSIC codes required	Yes	Yes (on tax return)

You must file both returns each year. They are separate obligations.

Special Cases

Dormant Companies

A company that has not commenced business or has ceased trading may apply for dormant status with the CR. Dormant companies are still required to file an annual return, but the form is simplified. You must also notify the IRD separately.

Companies Limited by Guarantee

These companies file a different form (NAR2) and are subject to different fee structures. The return date is the anniversary of incorporation, but the filing deadline is 42 days as well.

Public Companies

Public companies must file additional information, including a copy of their audited financial statements, together with the annual return.

Consequences of Non-Compliance

If you fail to file an annual return:

Late penalty – as outlined above.
Prosecution – the CR may take legal action against the company and its directors. Conviction can result in a fine of up to HK$50,000 and a daily default fine of HK$1,000.
Striking off – after two consecutive years of non-filing, the CR may publish a notice in the Gazette and strike the company off the register. The company's assets then become property of the Government.
Banking difficulties – banks may freeze accounts or refuse services if the company is not in good standing.

Practical Tips for Compliance

Use a professional service – Many companies engage a company secretary or accounting firm to handle annual return filing. This is particularly recommended if you have multiple directors or complex share structures.
Keep a compliance calendar – Mark the return date and the 42-day deadline. Set reminders at least 30 days before.
Update the CR immediately – Whenever a director, secretary, or shareholder changes, file the relevant form (e.g., ND2A, ND4) within 15 days. This ensures your annual return is accurate.
Check your HSIC codes annually – If your business activities change, update the codes on the next annual return.
File online – It is faster, cheaper (no postage), and you get immediate confirmation.

Summary Checklist

Know your return date (anniversary of incorporation)
Complete Form NAR1 with accurate details
Select correct HSIC code(s)
Sign the form
File within 42 days
Pay the standard fee (HK$105) plus any late penalty
Keep a copy for your records

Need to Look Up Your HSIC Code?

→ Use the HSIC Code Finder at /hsic-finder to look up your specific code.