Hong Kong regulations require local incorporated companies to send their annual return to the Companies Registry. Once the company is established in Hong Kong, filing the company doesn’t stop here. The Companies Registry of Hong Kong is subject to legal requirements for all local incorporated companies to file their annual return. FastLane can handle company secretary services of filing annual return submissions with the Companies Registry for your company.
Content Outline
What is Annual Return NAR1 Form Function?
You have to comply with corporate compliance every year and pay a fee to renew your certificate of business registration. This is where your annual return comes into play. Consider it as a kind of driving certificate to be validated. You have to go through some hurdles and pass these checks in order to be able to operate your business legally.
The Form NAR1 plays the role of the foundation of a robust government database because it provides the key details of your company – from the company director and shareholders to the company’s official address and operations. The appointment of company secretary will prepare your annual returns and will be delivered to Companies Registry to be made public record.
Filling Of Annual Return (Nar1 Form)
Under the Companies Ordinance, every company registered in Hong Kong has to submit an Annual Return which should contain a list of the particulars of your company (nothing to do with your business profits and revenue). It is a legal obligation and should be filed within 42 days after the company’s fiscal year-end. The name of this form is NAR 1.
When Will Be The Date Of The Annual Return?
The annual return must be filed within 42 days of the company’s return date as stated earlier. Different types of companies have different return dates. For example, the limited liability company with shares has to submit an annual report each year within 42 days from its date of incorporation during its anniversary.
On the other hand, a company limited by guarantee is duly required to submit the first audit report within 18 months from the incorporation date and the first Annual Return (NAR1) must be filed along with the first audit report, 9 months after the audit report’s year-end date. NAR1 should be filed within 42 days as a result of the annual return date of the company, and a signed audit report should be submitted every year as well.
What Details Should Be Included When Filling The Nar1 Form?
As the name indicates, the Hong Kong annual return is a return that discloses the updated details of the people in charge of the company such as the directors, shareholders, company secretary, etc. as of the declaration date. Finally, the return has to be signed by the director or company secretary before submission. It also includes the registered office address on behalf of the company.
The Annual Return in Hong Kong reveals the company structure and its regulation as of a particular date in each year. This way public records are up-to-date and also have a legal backup. Generally, the Annual Return includes:
| Category | Details |
|---|---|
| Business Name and ID | The official company name and BRC number assigned by the registry. |
| Registered Address | The company’s official location in Hong Kong for receiving legal documents. |
| Main Activities | A short description of what the company does for business. |
| Directors’ Information | Names, addresses, and other important details about the company’s directors, including any changes during the year. |
| Company Secretary Details | Information about the company secretary responsible for making sure the company follows the rules (regulations). |
| Share Capital | Details on the total value of the company’s shares, including different types, number of shares, and their individual value. |
| Shareholder Information | Names and addresses of the company’s owners (shareholders), the number of shares they each hold, and any changes in ownership during the year. |
| Company’s Year-End | The date that marks the end of the company’s financial reporting period. |
These information are the common parts filled in an Annual Return. However, there may be some areas that require some alterations depending on the prevailing circumstances of the given firm. It would also be wise to notify your Company Secretary of any changes to avoid discrepancies between the data held by the Companies Registry and that which is most up to date.
For PLCs as well as CLGs, the Annual Return filing is done at the end of their financial year while for the Private Limited Companies, the filing is done on the anniversary of the date of incorporation.
When do I have to Submit my Annual Return?
The deadline for a company to submit their Annual Return is dependent on what type of company they are.
- Private company: Within 42 days (including Sundays and public holidays) after the anniversary of the date of the company’s incorporation
- Public company: For companies whose financial year begins on or after 3 Mar 2014, the deadline will be within 42 days after the company’s return date. Return date will be 6 months after the end of the company’s accounting references period
- Guarantee company: For the company which financial year begins on or after 3 Mar 2014, the deadline will be within 42 days after the company’s return date. Return date will be 9 months after the end of the company’s accounting references period
What Will Happen If The Annual Returns Are Not Submitted By The Due Date?
Missing the deadline for filing your Annual Return in Hong Kong carries both immediate and long-term repercussions:
Immediate Consequences
Late Filing Fees: Your company will have to pay progressively higher registration fees depending on the number of days that are added to the initial registration date.
Prosecution and Fines: Legal actions may be taken against the company, the directors or the company secretary and fines that may be paid to the courts of Hong Kong.
Default Fines: Non-compliance can lead to fines being charged on a daily basis until the Annual Return is filed.
Long-Term Consequences
Adverse Company Status: Non-compliance may also lead to a negative impact on your company by the Companies Registry hence may affect the future operations of the company.
Difficulty Securing Financing: Lenders and investors can sometimes look at a company’s compliance level before they offer credit. Failing to meet these requirements might signal a warning to the potential lender or cause difficulties in obtaining the financing.
Risk of Deregistration: Failure to continue with the compliance could lead to a deregistration process by the Companies Registry, thereby having your firm struck off the register.
Annual Return Filing Fee and Late Filing Fees
Annual return filing fee within 42 days after the company’s return date is HKD 105. If an annual return is delivered later than 42 days, the following registration charge must be paid:
| Time Period | Fee (HKD) |
|---|---|
| More than 42 days but within 3 months | 870 |
| More than 3 months but within 6 months | 1,740 |
| More than 6 months but within 9 months | 2,610 |
| More than 9 months | 3,480 |
Note: The company’s return date would be set as the anniversary date when the company was incorporated in a year.
Furthermore, according to Chapter 662 of the Companies Ordinance, in case a company ignores the provisions, every responsible person of the company is to be charged with prosecution and a fine if convicted. The maximum penalty can reach up to HK$50,000 per violation and could also specify a daily default fine of HK$1,000, in the instance of a continuing offense.
How do you file your Annual Return with the Companies Registry?
There are two primary methods available for submitting your Annual Return in Hong Kong:
Electronic Filing (e-Registry)
The Companies Registry promotes the use of their e-Registry platform for a streamlined and convenient filing process.
- Register an account if you haven’t already: https://www.eregistry.gov.hk/.
- Obtain the relevant Annual Return form (NAR1 for the simplified version, if applicable).
- Fill out the form digitally and submit it via the e-Registry, along with payment of the annual registration fee.
Paper Filing
Alternatively, you can submit a physical copy of the Annual Return form, although this method typically entails a longer processing time.
- Download the relevant Annual Return form from the Companies Registry website.
- Fill out the form with the necessary information.
- Submit the completed form and payment either in person at the Companies Registry located on the 14th floor of the Queensway Government Offices (66 Queensway, Hong Kong), or mail it to their address.
Important Notes:
- Eligible Companies: However, not all companies can prepare the simplified NAR1 form since it only applies to specific companies as mentioned earlier. The following are some of the requirements which have to be met by an applicant in order to be registered on the Companies Registry.
- Additional Requirements: If there are variations in the company structure including directors, shareholders, address and any other matters, you may be required to file further forms and accompanying documents together with the Annual Return.
- Guidance from the Companies Registry: On the Companies Registry website, there are resourceful guides as well as comprehensive information about the filing procedure.
- Professional Assistance: In case you have any doubts as to how you should go about various other compliance requirements in regard to the filing of your company’s Annual Return, you should consult a company secretary or corporate service provider.
How FastLane Group Can Help?
Fastlane Group provides professional HK incorporations and company secretary services. If you are doing your annual return with the Companies Registry, we can give you a hand at any time to advise on any professional issues. We will be in charge of filling out the return form without missing the deadlines.
Contact us to learn more about how we can help you.