What is an Annual Return?
Annual Return (a.k.a. “NAR1” for Hong Kong-incorporated companies and “NN3” for non-Hong Kong companies registered with the Hong Kong Companies Registry), discloses a company’s basic particulars (company name, registered business address, information about the directors and company secretary etc.) and shall be delivered to the Hong Kong Companies Registry for registration on a yearly basis, except for the year of the Company’s incorporation.
The Hong Kong Companies Registry examines the operation of the company and confirms that it can continue to operate legally in HK.
It is obligatory for every company in HK (including companies incorporated in Hong Kong and companies that are not incorporated in Hong Kong but are registered as non-Hong Kong companies with the Hong Kong Companies Registry) to submit the Annual Return on time.
If a company failed to timely submit an annual return to the Hong Kong Companies Registry, the company will be subject to an office and a fine at level 5 (currently at HK$50,000, as set out in Schedule 8 to the Criminal Procedure Ordinance (Cap. 221)), and in the case of a continuing offence, a further fine of HK$1,000 for each day during which the offence continues.
Timeline and Accompanying Documents of the Annual Return
The filing timeline and accompanying documents of the annual return are set out as follow:
| Private Company with Share Capital | Private Company without Share Capital | Company Limited by Guarantee or a Public Company | |
| If you began your operation (the financial year of your company) before 3 March 2014 | Within 42 days after the most recent anniversary of the date of incorporation of the company, on an annual basis (section 109 of the predecessor Companies Ordinance (Cap. 32)). | Within 42 days after the date of the company’s annual general meeting, on an annual basis (section 109 of the predecessor Companies Ordinance (Cap. 32)). | If you began your operation (the financial year of your company) before 3 March 2014: within 42 days after the date of the company’s annual general meeting, on an annual basis (section 109 of the predecessor Companies Ordinance (Cap. 32)). |
| If you began your operation after 3 March 2014 | Within 42 days after the company’s return date, on an annual basis (except the year of its incorporation) (section 662 of the Companies Ordinance (Cap.622)).The return date is, in respect of a particular year, the anniversary of the date of the company’s incorporation in that year. | Within 42 days after the company’s return date, on an annual basis (except the year of its incorporation) (section 662 of the Companies Ordinance (Cap.622)).The return date is, in respect of a particular year, the anniversary of the date of the company’s incorporation in that year. | If you began your operation after 3 March 2014: within 42 days after the company’s return date, on an annual basis (section 662 of the Companies Ordinance (Cap.622)). The return date is (a) in the case of a public company, 6 months after the end of its accounting period; and (b) in the case of a company limited by guarantee, 9 months after the end of its accounting period. |
| Accompanying documents | You do not need your audited report when you are submitting your Annual Return. | You do not need your audited report when you are submitting your Annual Return. | You need to submit the certified true copies of the Company’s audited financial statements and the accompanying auditor’s report together with the annual return for the registration. |
In calculating the 42-day period, Sundays and public holidays are included. However, if the 42nd day falls on a Sunday or public holiday, the due date will be extended to the following day which is neither a Sunday nor a public holiday. If the 42nd days falls on a Saturday which is not a public holiday, the due date will not be extended.
Information to be contained in the Annual Return
According to Schedule 6 of the Companies Ordinance (Cap. 622) (the “Companies Ordinance”), an annual return by a private company, a company limited by guarantee or a listed company must contain the following information in respect of the company:
- the company name, its registered number and business name (if any);
- the type of company;
- the address of the registered office of the company;
- the date to which the company makes up the return;
- particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges that (i) are required to be registered with the Companies Registrar under the Companies Ordinance; or (ii) would have been required to be so registered if created after 1 January 1912;
- in the case of a company having a share capital – the particulars relating to members and share capital of the company; and the amount of stock held by each of the existing members if the company has converted any of its shares into stock, except where the company is a listed company, only the particulars of members holding 5% or more of the issued shares in any class of the company’s shares as at the date of the return;
- in the case of a company not having a share capital, except for a company registered with an unlimited number of members, the number of members of the company;
- if any company records are kept at a place other than the company’s registered office, the address of that place and the records that are kept there;
- particulars with respect to the director or reserve director and the company secretary of the company as at the date of the return
Private companies should also indicate in the annual return if, since the date of incorporation (in the case of a company having incorporated in that year) or the last return (in the case of a company have incorporated before the year of annual return), it has issued any invitation to the public to subscribe for any shares or debentures of the company.
How to Submit the Annual Return
You can choose to submit in hard copy form, or in electronic form.
Hard Copy (In person or by post) Submission
- Deliver the annual return with the registration fee (normally HK$105, not considering any concession that may be available) either by post or in person to below address (confirm the information here):
- Companies Registry 14th floor Queensway Government Offices 66 Queensway, Hong Kong
- Note the Service hours of the Companies Registry if you are visiting in person.
- If you are paying in cheque, it should be made payable to “Companies Registry”.
Electronic Submission
- Use the online e-Registry platform to submit your form & fee. This is a convenient option as the website is available and in operation 24 hours.
Registration Fee accompanying the delivery of the Annual Return
An annual registration fee shall be paid together with the delivery of the annual return. In order to encourage companies to comply with the statutory filing requirement, companies are subject to an escalating scale of annual registration fee under the Companies (Fees) Regulation (Cap. 622K) with higher registration fees payable in the case of late delivery. The fee scale is set out as follows:
| Matter | Fee for Companies with Share Capital, Company Limited by Guarantee and Non-Hong Kong Companies | Fee for Public Companies |
| (a) if the annual return is delivered within 42 days after the company’s return date | HK$105 | HK$140 |
| (b) if the annual return is delivered more than 42 days after but within 3 months after the company’s return date | HK$870 | HK$1,200 |
| (c) if the annual return is delivered more than 3 months after but within 6 months after the company’s return date | HK$1,740 | HK$2,400 |
| (d) if the annual return is delivered more than 6 months after but within 9 months after the company’s return date | HK$2,610 | HK$3,600 |
| (e) if the annual return is delivered more than 9 months after the company’s return date | HK$3,480 | HK$4,800 |
Pursuant to the Companies (Fees) (Amendment) Regulation 2020 (Cap. 622K) which came into operation on 1 October 2020, the registration fees for annual returns delivered to the Companies Registry on time and within the concession period from 1 October 2020 to 30 September 2022 (both dates inclusive) has been waived for two years.
In cases of late delivery of annual returns, waiver of fees is not applicable and companies are still required to pay the statutory higher registration fees calculated based on the date of delivery, even though the late annual returns are delivered within the concession period.
Additional Resources:
- Link to Companies Registry’s Main Page for Private Companies
- Link to Companies Registry’s Main Page for Companies Limited by Guarantee
- Link to download the NAR1 Form
- Annual Return Filing Calculator: a tool to easily calculate the due date of the Annual Returns for your company
- Detailed information about Annual Return for Private Companies
- Detailed information about Annual Return for Company Limited by Guarantee
- Annual Return Fee Details
Disclaimer:
This guide has been drafted with the support of White & Case. The information provided on this website does not, and is not intended to, constitute legal advice or as a substitute for the particularized advice of your own counsel. All information, content, and materials available on this website are for general informational purposes only, and they may not constitute the most up-to-date legal or other information. This website contains links to other third-party websites, and such links are only for the convenience of the reader, user or browser. These links to third-party websites or information are not intended as, and should not be interpreted by you as, constituting or implying our endorsement, sponsorship, or recommendation of the third party information, products, or services found there.
Last updated on 27 Sep 2022
