Filing an Annual Return (Form NAR1) is a legal obligation for every Hong Kong incorporated company. Hong Kong regulations require local incorporated companies to send their annual return to the Companies Registry. Once the company is established, it is still required to submit its annual return (Form NAR1) to the Companies Registry each year. The Companies Registry of Hong Kong is subject to legal requirements for all local incorporated companies to file their annual return. This form must be submitted to the Companies Registry every year and includes details about the company’s structure such as shareholders, directors and company secretary. In this post, we will break down the process, explain the sections of the NAR1 form and offer tips on how to avoid penalties.
Content Outline
Key Takeaways
- Annual Return (NAR1) is mandatory for all Hong Kong companies.
- Must be submitted within 42 days of incorporation for private companies or specific timelines for public and guarantee companies.
- Failure to submit on time may result in penalties or legal action.
- Includes company particulars, shareholders, directors and company secretary.
- Can be filed electronically or by physical delivery.
What Is NAR1?
A NAR1 is a form that reports the current status of a company’s structure and key personnel to the Companies Registry. It is not a financial report but an update to the registry on company details changes. It is a legal obligation and should be filed within 42 days after the company’s fiscal year-end.
The NAR1 form establishes the foundation of a government database by providing key details of your company, including directors, shareholders, and the official address.
Who Needs To File an Annual Return?
All Hong Kong companies, whether private, public or guarantee companies must file an Annual Return. Filing requirements and deadlines vary depending on the company type.
Key Information Needed for NAR1
Company particulars
- Company name
- Registration number
- Any changes to the company’s basic information
Shareholder and Director Details
- List of current shareholders
- List of current directors
- Any changes in the past year
Registered Office Address
- Confirm or update the address where the company receives legal documents
This information is the common parts filled in the NAR1 form. 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.
How To Fill in The NAR1 Form Hong Kong (Annual Return)?
Company Secretary Information
You need to provide information about the company secretary who ensures the company complies with statutory requirements.
Company Secretary (Natural Person)
If the company secretary is a natural person, include:
- Name
- Address
- Identification details
Company Secretary (Body Corporate)
If a corporate body serves as the company secretary, provide:
- Company name
- Registration number
- Address
Directors Information
The form must include directors’ details whether natural persons or corporate bodies.
Directors (Natural Persons)
For each natural person, include their full name, residential address and identification details.
Directors (Body Corporate)
If a corporate entity is a director, provide the company’s name, registration number, and registered address.
Reserve Director
A reserve director can be appointed if the company’s sole director is an individual. This individual will take over if the sole director passes away.
Particulars of Members
Include the names and addresses of the company’s shareholders, along with details about their shareholding.
Non-Listed Company Information
For private companies, confirm any changes to the company’s status, shareholdings or key personnel.
Listed Company Information
For listed companies, additional disclosure on the company’s securities and trading information.
Electronic submission
You can file the NAR1 form electronically via e-Registry, a faster and more convenient way.
Physical delivery
Alternatively, you can submit a hard copy of the NAR1 form in person or by post to the Companies Registry office.
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. The return date will be 6 months after the end of the company’s accounting references period. This applies to public companies whose financial year began on or after 3 March 2014.
- 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. The return date will be 9 months after the end of the company’s accounting references period.
Fees And Penalties
Annual Registration Fee
The fee for filing an Annual Return within 42 days of the return date is HKD 105.
Penalties for Late Filing
Late submission incurs higher and higher fees as follows:
- 43 days to 3 months: HKD 870
- 3 to 6 months: HKD 1,740
- 6 to 9 months: HKD 2,610
- More than 9 months: HKD 3,480
Failure to file on time may also lead to legal prosecution and fines up to HKD 50,000 with additional daily default fines of HKD 1,000.
Post-Filing Actions
After filing your Annual Return, check with the Companies Registry to confirm the information is updated correctly. Keep a copy of the filed return and receipts for your records.
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.
Summary
Filing your Annual Return is a critical part of corporate compliance in Hong Kong. Filing on time and accurately avoids penalties and legal consequences. The form covers basic information about your company’s structure, directors, shareholders and registered office address. You can file it electronically or physically, with different fees for late submission.
How FastLane Group Can Help with Annual Return Filing
Filing your company’s annual return can be a complex and time-sensitive process. At FastLane Group, we specialize in streamlining this essential task. Our team of experienced professionals can handle every aspect of your NAR1 submission, ensuring that all required details are accurately filled out and submitted on time, helping you avoid penalties or delays.
Whether you need guidance with company secretary services or simply want peace of mind knowing your filings are in expert hands, FastLane Group is here to assist. Contact us today to learn how we can help simplify your compliance needs and ensure your company stays fully compliant with Hong Kong regulations.
Frequently Answered Questions
The fee for filing an Annual Return within 42 days of the return date is HKD 105. Late submission incurs higher fees.
