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How are Annual Return late filing penalties calculated? Why do late NAR1 filings require a court appearance? Recently, we have received many enquiries about prosecutions by the Companies Registry for late filing of Annual Returns. We have also handled many cases where forms were returned due to errors in the Annual Return. This is because, after the Unique Business Identifier (UBI) measures took effect, many people completed the new Annual Return incorrectly, and some even submitted the old AR1 form.
This article explains how to calculate Annual Return penalties, charges and registration fees, and shares the 10 most common NAR1 mistakes, with guidance on how to complete the form correctly.
Further reading: What is the Unique Business Identifier (UBI)? | [Companies Registry documents] When will the update start?
2026 Annual Return fees
1. Local private company limited by shares (Form NAR1) $105
2. Local public company limited by shares (Form NAR1) $140
3. Company limited by guarantee (Form NAR1) $105
4. Registered non-Hong Kong company (Form NN3) $180
Source: Companies Registry – Fee details
Annual Return payment methods
1. Payment by cheque: Submit the cheque together with the original Annual Return form in person or by post.
Address: 14/F, Queensway Government Offices, 66 Queensway, Hong Kong
Payee: “公司註冊處” (Chinese) or “Companies Registry” (English)
2. Online payment methods: credit card, PPS and e-wallets
Details of late filing penalties for Annual Returns
When should NAR1 be filed?
A limited company must file its Annual Return within 42 days after each anniversary of its incorporation.
For example, if a company was incorporated on January 2, 2026, it must file NAR1 within 42 days from January 2 each year. Filing after 42 days is considered late filing of the Annual Return.
Late filing of NAR1 requires payment of a higher registration fee
For late filing of an Annual Return (AR) for a local private company limited by shares, i.e. Form NAR1, a higher Annual Return registration fee is payable based on the number of days late, ranging from HK$870 to HK$3,480. Details are as follows:
- Late by 42 days to 3 months: registration fee increases to $870
- Late by 3 to 6 months: registration fee increases to $1,740
- Late by 6 to 9 months: registration fee increases to $2,610
- Late by 9 months or more: registration fee increases to $3,480
Court fines for late filing of Annual Returns
Under the relevant provisions of the Companies Ordinance and its subsidiary legislation, and section 113B of the Criminal Procedure Ordinance (Cap. 221, Laws of Hong Kong), the maximum fixed penalty for failing to file an Annual Return is HK$50,000, and the maximum daily default fine is $1,000 per day.
Source: Companies Registry – Compliance
Why does late filing of NAR1 require a court appearance?
Because failing to file, or filing late, a statutory return constitutes a breach of the Companies Ordinance, and the Companies Registry may prosecute the company.
The Companies Registry prosecutes companies for late filing of Annual Returns
Under the relevant provisions of the Companies Ordinance, late filing of an Annual Return constitutes a breach. The Companies Registry will prosecute the company, and the responsible person(s) or a designated representative must attend court on the company’s behalf. The judge will then impose a fine depending on the seriousness of the case.
Case sharing: court cases for late filing of NAR1
General Accounting has represented clients in court on multiple occasions. In addition to paying the maximum late filing registration fee of HK$3,480, the court may also impose an additional fine ranging from HK$4,000 to HK$10,000. The judge may also warn in the judgment that if the same offence is committed again, the fine will be substantially increased. Do not take risks—file your Annual Return on time.
Top 10 common Annual Return mistakes and how to complete the form correctly
1. Incorrect Business Registration Number format
After the implementation of the Unique Business Identifier, the Annual Return must state the first 8 digits of the Business Registration Number (BRN). There is no need to include the “-000” or “-001” after the 8 digits.
Further reading: Companies Registry new form guide
2. Incorrect address format
You must complete the address according to the prescribed format in the Annual Return. Do not put all address information into a single box.
3. Tampering with the QR code
Do not add, remove or modify the QR code printed on the Annual Return. Any alteration may disrupt the Companies Registry’s authentication of the document content.
4. Mixing pages from the new and old forms
As the Companies Registry updated the Annual Return in 2024, there have been cases of mixing pages from the new and old forms. Do not photocopy the old form for convenience, replace only the first page and update the date, and assume it counts as the new NAR1.
With the 2026 NAR1 form update, not only has the content changed, but the page order is also completely different from the previous form. Please check whether the form number at the bottom of the form is consistent.
5. Unnecessary punctuation
For the 2026 version of the Annual Return, do not add any punctuation or currency symbols. Simply enter the numbers as instructed. The Companies Registry has designed the form so that the required fields are numeric, so there is no need to add HKD, USD or any other punctuation.
6. Missing or incorrect share information
The total number of shares issued does not match the sum of shares held by shareholders, or the number of shares is omitted. These two errors are usually due to carelessness or a lack of understanding of the meaning of share capital and how it is calculated.
Example: The company has issued 10 shares and the total paid-up share capital is $10,000. Without a professional company secretarial firm, it is easy to mistakenly enter all figures as 10,000.
We recommend that SMEs and start-ups engage a professional company secretary licensed as a TSPC to handle the Annual Return and company secretarial matters.
General Accounting has been established for over 20 years. Our TSPC licence number is TC002940, and we provide Annual Return filing and company secretarial services.
Further reading: Company Secretary Licence, Qualifications, Legal Liabilities and Duties | TCSP Licence Requirements and Renewal Notes
7. Incorrect English name format
You should enter the director’s or shareholder’s English surname and given name in the spaces provided in accordance with the Companies Registry’s requirements.
8. Incorrect remarks entry
Select the correct remarks field to provide details of the share transfer.
9. Nature of business does not match the business code
Refer to the Nature of Business Codes and Descriptions Table, select the business code relevant to your industry, and confirm that the nature of business matches the code.
10. Incorrect continuation sheets
Select the correct continuation sheet A, B, C, D or E, and state the correct number of continuation sheets.
Source: Companies Registry circular
Consequences of completing the Annual Return incorrectly
The Companies Registry will return an incorrectly completed NAR1 form to the submitter, and the company must re-file the Annual Return (AR). At best, errors increase the Companies Registry’s administrative workload; at worst, they affect company operations, because incorrect filing and late filing also delay public inspection (company search).
Real case: incorrect Annual Return filing
General Accounting once received a request for assistance from a client who wanted to purchase property through a limited company. Although they had found a suitable property, the estate agent discovered during an online company search that the Companies Registry records showed the latest Annual Return had not been filed. The client was puzzled because they had previously submitted NAR1 themselves.
General Accounting found that, due to errors in the Annual Return, the Companies Registry returned the incorrect Annual Return to the company’s registered address. The client did not realise they needed to correct the NAR1 and resubmit it to the Companies Registry.
As a result, the matter was left unresolved until they needed to buy a property through the company. When the estate agent searched the company’s Significant Controllers Register on the CR e-Services website, the issue came to light.
Frequently Asked Questions
Q: Why was the new AR1 form introduced?
A: Because the second phase of the Unique Business Identifier was implemented, the AR1 form now uses the Business Registration Number to replace the CI Number.
Q: Who can represent the company in court for late filing of NAR1?
A: An authorised representative of the company may appear in court on the company’s behalf.
Q: What documents does the representative need to prepare for court?
A: An authorisation letter from the company and identity proof are required.
Conclusion
In summary of the above details on Annual Return late filing penalties and the 10 most common mistakes and correct completion methods, company officers should handle the Annual Return carefully to avoid higher registration fees, court proceedings, and a daily fine of HK$1,000 for late filing.
The Annual Return is a statutory return that a company must file each year to report its structure and key changes, enabling public inspection. Incorrect filings will be returned, delaying public inspection and affecting company operations and even important transactions.
We recommend that company officers appoint a licensed Trust or Company Service Provider (TCSP) to act as company secretary and handle the filing of Form NAR1.
General Accounting has been established for over 20 years and provides company secretarial services. TCSP licence number: TC002940. If you have any questions about late filing penalties for Annual Returns, our professional Customer Service Managers can provide free initial assistance with Annual Return enquiries.
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