Understanding the NAR1: Hong Kong Annual Return Filing Requirements

For companies incorporated in Hong Kong, compliance with annual filing obligations is essential to maintain good standing with the Companies Registry. One of the key requirements is the submission of the Annual Return (Form NAR1). This document provides up-to-date information about a company’s structure and ensures transparency in the city’s corporate governance framework.

What Is the NAR1 Annual Return?

The NAR1 is a statutory filing that every private limited company, except for companies “dormant” under the Companies Ordinance, must submit to the Hong Kong Companies Registry each year. It is a snapshot of the company’s particulars on the date of its anniversary of incorporation.

The Annual Return is not a financial report. Instead, it records important corporate information such as:

• Company name and registration number

• Registered office address

• Share capital structure

• Details of directors, company secretary, and shareholders

• Information on share transfers (if applicable)

Filing Deadlines and Penalties

• Private limited companies must file the NAR1 within 42 days after the anniversary of incorporation.

• Public companies and guarantee companies follow different timelines and must file within 42 days of their return dates as prescribed by law.

Late filing incurs escalating penalties, ranging from HKD 870 to HKD 3,480, depending on how overdue the submission is. Persistent non-compliance may lead to prosecution and the company being struck off the register.

How to File the NAR1

1. Prepare Updated Information Confirm details of shareholders, directors, secretary, and registered office.

2. Complete Form NAR1

   The form can be completed electronically via the Companies Registry e-Registry portal or in paper form.

3. Pay the Filing Fee

   A standard government fee applies to each filing.

4. Submit on Time Ensure submission within the 42-day deadline to avoid penalties.

Importance of Compliance

Filing the NAR1 accurately and on time demonstrates good corporate governance and ensures the company remains in good legal standing. It also safeguards directors and shareholders against unnecessary legal or financial consequences.

How Woodburn Can Support

At Woodburn Global, we specialize in helping companies stay compliant with Hong Kong’s regulatory framework. Our team assists with preparing and filing the NAR1 accurately and on time, maintaining statutory records, and advising on broader compliance obligations under the Companies Ordinance.

With Woodburn, you can focus on growing your business while we manage the complexities of corporate administration.

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Woodburn Accountants & Advisors is specialized in inbound investment to China and Hong Kong. We focus on eliminating the complexities of corporate services and compliance administration. We help clients with services ranging from trademark registration and company incorporation to the full outsourcing solution for accounting, tax, and human resource services. Our advisory services can be tailor-made based on the companies’ objectives, goals and needs which vary depending on the stage they are at on their journey.

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