What is Annual Return (NAR1)? How important is it? In order to ensure the legal operation of the company, enterprises in Hong Kong (except unlimited companies) must submit an annual return to the Companies Registry on time annually. Late submissions can be fined more than HK$3,000! Keep scrolling for a guide to NAR1 filings and to know how company secretaries can be helpful in this regard.
What is annual return (NAR1)?
Annual Return (NAR1) is a document disclosing crucial information of the company, which exposes details of the directors, shareholders, company secretary and other senior personnel with address of registered office, share capital, address of company records, etc.
Both local registered companies and registered non-Hong Kong companies are obliged to submit annual returns to the Companies Registry every year to prove their legitimacy. Hong Kong unlimited companies are exempted from submitting annual returns, as long as they pay business registration fees and file taxes on time.
When to deliver annual return?
Local private company: within 42 days after the anniversary date of the company's incorporation in that year.
Listed companies: For companies whose financial year begins on or after 3 March 2014, the deadline is within 42 days after the company's return date; the return date is 6 months after the end of the accounting reference period.
Company Limited by Guarantee: If the financial year of a company limited by guarantee begins on or after 3 March 2014, the annual return must be delivered within 42 days after the company’s return date; the return date is 9 months after the end of the company’s accounting reference period.
The Companies Registry offers Annual Return Filing Calculator, to which you type in the date of incorporation/registration of your company to calculate the submission deadline.
Where to deliver annual return?
In electronic form: Visit the 24-hour online portal “e-Registry” to deliver annual return with the accurate registration fee anytime, anywhere.
In Hard Copy Form: You can deliver the annual return with the registration fee by post or in person to the following address “Companies Registry, 14 th floor, Queensway Government Offices, 66 Queensway, Hong Kong”.
How much to pay for annual return?
For a local private company that delivers annual returns on time, which is within 42 days of the incorporation anniversary date, an annual registration fee of HK$105 is payable.
For a local public company, the annual registration fee of an annual return is HK$140 if it is delivered
within 42 days after the company's return date.
For a local guarantee company, the annual registration fee of an annual return is HK$105 if it is delivered within 42 days after the company's return date.
Consequence of late delivery of annual return
Late submission of annual returns will result in much higher annual registration fees, the following are the relevant amount for private companies in Hong Kong:
Delivery date of annual return:
more than 42 days but within 3 months after the company’s anniversary date of incorporation
more than 3 months but within 6 months after the company’s anniversary date of incorporation
more than 6 months but within 9 months after the company’s anniversary date of incorporation
more than 9 months after the company’s anniversary date of incorporation
For local public companies having a share capital, the annual registration fee for late delivery of annual return ranges from HK$1,200 to HK$4,800. For local companies limited by guarantee, the annual registration fee for late delivery of annual return ranges from HK$870 to HK$3,480.
If the company fails to deliver the annual return on time in accordance with Section 662 of the Companies Ordinance, every responsible person is liable for prosecution and fines, with a maximum penalty of HK$50,000 for each breach. A daily default fine of HK$1,000 may be imposed if the offense continues.
Why are company secretaries good at delivering annual return?
As senior personnel, it is a statutory responsibility for directors and the company secretary to submit annual return. As someone who handles the administrative affairs, a company secretary should possess a certain understanding of the annual return, hence more than capable of delivering relevant fees and documents on time.
If the company is not registered with e-Registry, no reminder of submitting annual return will be issued. That’s why a reliable company secretary is crucial to a company.
OneStart Business Centre provides various types of company secretarial services, including both special package and one-off services. By choosing OneStart, you’ll never need to worry about annual return submission, business registration certificate renewal, trademark registration (and others) anymore. Let’s Call 3575 6888, or Whatsapp OneStart Business Consultants to know more!