Of all the recurring statutory deadlines a Hong Kong SME has to track, the annual return — Form NAR1 — is the one most often missed. The reason is structural: NAR1 falls due on the anniversary of the company’s incorporation rather than on a calendar date, the deadline is short (42 days), and unlike profits tax there is no demand note to remind anyone. The Companies Registry simply assumes you know your incorporation date, and the late-fee meter starts running on day 43.
This guide is the standalone deep-dive on NAR1 — what it is, the 42-day rule and how the clock is counted, what particulars the form actually captures, the escalating late-fee schedule that rises from HK$105 to HK$3,480, the separate change-of-particulars filings that NAR1 does not substitute for, and the common errors that cause an NAR1 to be rejected at the Registry.
What NAR1 is and why it isn’t “tax”
NAR1 is a statutory snapshot of a company’s particulars filed annually with the Companies Registry under Section 662 of the Companies Ordinance (Cap. 622). It captures who the directors are, who the company secretary is, where the registered office sits, what the issued share capital looks like, who the shareholders are, and confirms the registered particulars on file are still correct.
NAR1 is filed with the Companies Registry — not with the Inland Revenue Department. It is not a tax return; it does not generate a tax liability; it has nothing to do with profits tax or the BIR56A employer’s return. The two government bodies operate parallel filing regimes, and an SME owner who has dutifully filed every profits tax return can still be in serious arrears on NAR1 without realising it. Conversely, NAR1 compliance does not relieve any tax-filing obligation.
The closest cousin to NAR1 is the Business Registration Certificate (BR) renewal filed with IRD — see our BR renewal guide. NAR1 and BR renewal both fall annually but on different dates, with different forms, to different government bodies. Conflating them is the second-most-common SME compliance gap, after just forgetting NAR1 entirely.
The 42-day rule — counted from where
For a private HK company limited by shares — the structure of almost every SME — NAR1 must be delivered to the Companies Registry within 42 days after the anniversary of incorporation. The clock starts on the incorporation anniversary, not on the prior year’s filing date and not on the financial-year-end date.
Worked example: a company incorporated on 15 March 2023. The first NAR1 is due within 42 days after 15 March 2024, i.e. by 26 April 2024. The second NAR1 is due within 42 days after 15 March 2025, i.e. by 26 April 2025. Each year, the same window runs from incorporation anniversary to 42 days later.
Two structural quirks to flag. First, the first NAR1 is due in the second year, not the first — a company incorporated in March 2024 does not file an NAR1 in 2024, only in 2025. Founders sometimes panic-file in year one, which the Registry will return as not-yet-due. Second, the 42 days are calendar days including weekends and public holidays — there is no deadline extension if 26 April falls on a Saturday.
Public companies and guarantee companies have different timing rules — a public company’s NAR1 is due within 42 days after its annual general meeting, and a guarantee company’s NAR1 is due within 42 days after the anniversary of incorporation but with different filing fees. The 42-day rule is universal; what changes is what triggers the start of the 42 days.
What goes on NAR1 — the particulars captured
The form is short by government-form standards but the data points are all over the company’s records:
- Company name and registration number. Pre-filled by the Registry’s e-Registry portal; verify rather than re-type.
- Registered office address. Must be a HK address, must be where official correspondence is reliably received.
- Type of company and date of return. Auto-populated from the registered particulars.
- Particulars of all directors. Full name, residential address, HKID/passport number, position. Including any director who joined or left during the year — and changes that happened mid-year should already have been filed separately on Form ND2A within 15 days of the change. NAR1 confirms the position as at the date of return; it does not retroactively cover ND2A obligations.
- Particulars of the company secretary. Same data points; must be either a HK individual resident or a Hong Kong company (with a TCSP licence if a corporate secretary).
- Issued share capital. Number of shares of each class issued, paid-up capital, paid-up amount per share. Must reconcile to the company’s register of members.
- Particulars of all members (shareholders). Name, address, number of shares held in each class, transfers during the year. The shareholder section is the most data-heavy part of the form.
- Mortgages and charges — registered charges still subsisting, with reference to their CR1 / CR2 filings.
NAR1 captures the position as at the date of the return. The 42-day window is the filing window, not the snapshot window — the snapshot is the anniversary date itself. Changes that happened between the anniversary and the filing date are reported separately on the relevant change-of-particulars form, not retrospectively on NAR1.
The escalating late-fee schedule
The standard NAR1 filing fee for a private company is HK$105 — modest, paid alongside the form. The fee schedule for late filing escalates sharply:
- On time (within 42 days): HK$105.
- More than 42 days but within 3 months: HK$870.
- More than 3 months but within 6 months: HK$1,740.
- More than 6 months but within 9 months: HK$2,610.
- More than 9 months after due date: HK$3,480.
The escalation is automatic — there is no “I missed by a week” leniency. An NAR1 that should have been filed on 26 April but is filed on 30 April attracts the full HK$870 fee.
The fee schedule is one half of the consequences. The other half is that a company persistently behind on NAR1 also accumulates exposure under Section 662(8) of Cap. 622, which makes the failure to deliver NAR1 a criminal offence by the company and every responsible person — a director or company secretary — with a maximum default fine of HK$50,000 plus HK$1,000 daily continuation. In practice, the Registry pursues the late fee and the criminal route is reserved for chronic non-filers, but the legal exposure is real.
For directors of multiple companies, the most common compliance failure is letting NAR1 slip across a portfolio. The fee mounts up — five companies missing NAR1 by 9+ months is HK$17,400 in fees alone, before any penalty proceedings.
Change-of-particulars filings — separate but related
NAR1 confirms the position annually. Mid-year changes have their own forms with their own deadlines:
- Form ND2A — change of director or secretary particulars. Filed within 15 days of the change. Covers appointments, resignations, and changes to particulars (address, name).
- Form NR1 — change of registered office address. Filed within 15 days of the change.
- Form NSC1 — return of allotment of shares. Filed within 1 month of allotment. Captures new-issue shares; share transfers themselves are recorded in the register of members and surfaced on the next NAR1.
- Form NN1 — registration of a non-Hong Kong company. First-time registration of a foreign company branch. Different filing regime.
- Form NAC1 — change of company name. Filed within 15 days of the special resolution.
The pattern: NAR1 is the annual confirmation; the per-change forms are the timely notification. NAR1 does not substitute for the per-change form — filing NAR1 with new director particulars does not back-fill an unfiled ND2A from 11 months ago. Each is a separate offence with its own late fee.
Common errors that cause NAR1 to bounce back
The Companies Registry e-Registry portal validates NAR1 submissions before acceptance, so most filings either go through or come back the same day with a specific error. The recurring rejection reasons:
- Share capital doesn’t reconcile. The total issued shares on NAR1 don’t equal the sum of shares held by all members listed. This usually means an unrecorded allotment or transfer has happened during the year.
- Director who left mid-year is still listed. The Registry won’t accept NAR1 stating a director’s particulars that contradict an earlier ND2A filing.
- Company secretary qualification gap. A sole-director company that’s also listed as its own sole-secretary triggers an automatic rejection — Cap. 622 prohibits this combination.
- Registered office address not updated. If the office has moved but no NR1 was filed, NAR1 stating the new address will be rejected against the on-file old address.
- Date of return mismatched with anniversary. The return must be dated as at the anniversary of incorporation; getting this wrong by a few days triggers a soft-rejection asking for a re-dated form.
The portal also flags NAR1 filed before due date as “not yet due” — first-year founders sometimes encounter this and assume the system is broken.
How Giga Accounting by 凌峰會計 can help
NAR1 is the most-tracked deadline in our company-secretarial workflow because it’s the most-missed. Our bookkeeping and accounting service works alongside our company-secretarial partner to track every client’s incorporation anniversary, prepare the NAR1 60 days before the deadline, and reconcile the share capital and member particulars against the company’s actual records before submission — catching the most common rejection reasons before the form leaves the office.
Get in touch if you’ve fallen behind and want a catch-up plan, or see our flat per-company pricing. For the company-secretarial role that should manage NAR1 as part of routine duties, see our company secretary services in HK; for the formation step where NAR1 timing is set, see our HK company formation step-by-step; and for the broader accounting setup checklist that surrounds NAR1 in a new company’s first year, see setting up a company in Hong Kong.
