An annual return (Form NAR1) is a compulsory document that all registered companies in Hong Kong must submit except for certain exempted businesses. It provides a comprehensive overview of your company’s details at a given time.

The NAR1 form itself is a straightforward document designed to capture essential details about your company.

The following is a breakdown of the key information you will require when filling in the NAR1 form:

• Company Particulars: This section includes basic company information.
• Share Capital: Details about the total authorised share capital of the company and share types.
• Directors and Company Secretary: Information about all current directors and the individual appointed as the company secretary, including their full names, residential addresses, nationalities, and HKID (if applicable).
• Shareholders: A breakdown of your company’s shareholders, including their names and the number of shares they hold.
• Changes since Last Return: This section is for you to specify any changes in your company’s information since the last annual return filing.
• Declarations: The form concludes with declarations to be signed by a company director or the company secretary.

It is important to assemble the essential documents to ensure an accurate filing process, which include:

• Company Incorporation Certificate: Proof of company registration issued by the Companies Registry upon incorporation.
• Hong Kong Identity Cards (HKID) or Passports: For directors and shareholders who are Hong Kong residents, you’ll need copies of their HKIDs. For non-resident directors and shareholders, copies of their passport ID pages will suffice.
• Shareholder Register: This internal document maintains a record of your company’s shareholders.
• Minutes of the Latest Annual General Meeting (AGM): While not always mandatory, having a copy of the most recent AGM minutes is helpful for reference while completing the form.
• Updated Company Information: While optional, providing proof of changes to your company, such as a new director’s appointment, is important for the record.

Navigating the requirements for filing annual returns is crucial for businesses in Hong Kong, to ensure compliance and avoid penalties. Here’s a breakdown of the annual filing deadline, annual filing fees and late filing penalties.

Local private companies are required to submit their annual returns within 42 days after the anniversary of their incorporation date. This means that if a private company was incorporated on 6 May 2023, it is required to file its annual return on 17 June 2024. You can use the Annual Return Filing Calculator to calculate your annual filing due date.

For public companies, if your financial year begins before 3 March 2014, you must file your annual return within 42 days after the date of the company’s Annual General Meeting (the prescribed time period). If your financial year begins on or after 3 March 2014, you must file your annual return within 42 days after the company’s return date. The return date is the date that is 6 months after the end of the company’s accounting reference period. Accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared.

For companies limited by guarantee, if your financial year begins before 3 March 2014, you must file your annual return within 42 days after the date of the company’s Annual General Meeting (the prescribed time period). If your financial year begins on or after 3 March 2014, you must file your annual return within 42 days after the company’s return date. The return date is the date for a guarantee company is 9 months after the end of the company’s accounting reference period. Accounting reference period is the period by reference to which the company’s annual financial statements are to be prepared.

For a local private company, an annual registration fee of HK$105 is payable if the annual return is filed within the stipulated deadline.

For a local public company, an annual registration fee of HK$140 is payable if the annual return is filed within the stipulated deadline.

For a local company limited by guarantee, an annual registration fee of HK$105 is payable if the annual return is filed within the stipulated deadline.