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Filing Your Annual Return in Hong Kong: A Quick Guide

Author Emma DrummondEmma Drummond

6 min read
Secretary

Want to learn more about company annual return filing to Companies Registry in Hong Kong? Let's get you familiar with all the important details.

Filing Your Annual Return in Hong Kong: A Quick Guide

Let’s start with the important bit. Filing an annual return to Companies Registry is not a choice, it is something you need to do legally. If you own an incorporated company in Hong Kong, this quick guide will help you get up to speed on the process.

What Exactly Is an Annual Return?

Every year, you need to tick the boxes of corporate compliance and pay a fee to renew your business registration certificate. This is where your annual return comes in. Think of it as something like a driving license. You need to pass some checks and only then will you be able to continue running your business legally

This form below (officially referred to as Form NAR1) gives the government a snapshot of the most important details about your company - covering everything from shareholder and director information, to your official registered address and overview of operations. Your annual return is prepared by your appointed Company Secretary and delivered to Companies Registry where it becomes public record.

Osome HK Annual Return Filing
Here’s a glimpse of the NAR1 form

Company Secretary: Annual Returns Made Simple

Company secretary, corporate secretary, or compliance officer. They are also your fines fighter and, penalty protector. Upon the incorporation of your company, and having your business up and running, you (and any fellow directors) need to appoint a Company Secretary in Hong Kong.

Not only do they make sure your business adheres to Hong Kong’s corporate law, but they’re also responsible for the less glamorous tasks, like documenting any operational, managerial or structural changes to your business. They’re responsible for collating, signing, certifying and submitting this information on time and are just as liable as you for the accuracy of what’s included in your annual return.

Can I switch my Secretary?

Of course. Your newly appointed Company Secretary will take care of the handover and keep the Companies Registry in the loop. You don’t need to lift a finger. Ask us about this.

HK Accounting

What Date Is My Annual Return Due?

In April, you’ll get a Profit Tax Return.

The Inland Revenue Department (IRD) will issue profits tax return form to companies that are carrying out their business in Hong Kong.

The clue’s in the name. Every calendar year. Within 42 days of your company’s initial incorporation (except for the first year). Even if the fundamental information about your company hasn’t changed year-on-year, you are still required to submit the NAR1 form and pay the registration fee. Speaking of which, here are the annual fees applicable to different companies:

●   Public Company: HK$140

●   Company Limited by Guarantee: HK$105

●   Private Company: HK$105

How To Prepare Your Annual Return

You can submit your annual return in different ways, this all comes down to your personal preference and what’ll be best suited to your business. Don’t let the thought of all this document preparation stress you out, there’s always the option of getting help along the way so you can focus on the day-to-day aspects of running your biz.

Here are the different ways to submit your annual return:

Deliver a Hard Copy:

  • If you opt for this route, you’ll need to start by downloading your NAR1 form. It’s available in both English and Chinese, so make sure you select the version that’s easiest for you.
  • After you’ve completed the form, you need to get it signed by a director or company secretary, then printed.
  • You can then send it off via post to the Companies Registry or deliver it in person. This PDF provides a handy overview of the filing requirements.

Do it Electronically via E-registry:

  • The Companies Registry has an electronic filing service that’s accessible 24/7.
  • All you need to do is sign up on this platform then view a list of the documents you’ll need for filing your annual return online.
  • Get to know more about the e-Registry and how you can sign up for this service.

Get the Osome Team to Handle it:

The Annual Return (NAR1) vs Profits Tax Return (PTR)

Annual Return:

  • This is submitted to the Companies Registry as a way to keep record of your company’s particulars (this is why you need to include details of everything from address to shareholders)
  • Your company’s financials don’t need to form part of this submission. That’s ;

Profits Tax Return:

  • This is something you submit to the Hong Kong government for taxation purposes.
  • Any company registered and running  in Hong Kong has to file their PTR as well as all audited accounts to the Inland Revenue Department (IRD)

What Details Will I Need When Filing My NAR1 Form?

We touched on this a little earlier, now, let’s unpack in more detail. This is a summary of all the key parts of your business, which is why you need to make sure you provide everything that’s required in as much detail as requested. Below are some mandatory aspects of what you can expect to include:

  • The name of your company (ie. what it’s registered as)
  • The address where your business is registered
  • Individual’s personal particulars: Shareholder personal info, details of your corporate secretary, directors etc
  • Share capital & individual detail of those who hold shares: This too needs to be unpacked and substantiated.

All records need to be made clear, and if there have been significant changes to the particulars of your company that may have an impact of influence on the above, you’ll also need to disclose those.

What Documents Will I Need To Substantiate That Info?

Of course, if you’re going to provide all those details mentioned above, you’re also going to need to back them up with proof. Here’s what documents are linked to doing exactly that:

  • Director and shareholder ID cards (certified copies)
  • Annual Return Filing Forms (original, signed copy)
  • Incorporation Certificate (certified copy)
  • Company Business Certificate (certified copy)
  • Company M&A  (certified copy)
  • Company Incorporation Papers (D1, D3, R1 Forms)

Late Filing Fees: What Are The Consequences if Someone Fails To File Their Annual Returns?

According to section 662 of the Companies Ordinance, you will face hefty penalties and the chance of prosecution. It’s important to submit your annual return within the allotted time frame to avoid what could end up as hefty penalties (or worse, prosecution for breaching the Companies Ordinance). The later the submission, the higher the fine you face. Take a look:

Date of Delivery Months Since Company Incorporation Penalty
42+ days >3 HK$ 870
3+ months >6 HK$ 1,740
6+ months >9 HK$ 2,610
9+ months +9 HK$ 3,480

For a local private company, HK$50,000 is the maximum penalty you could face, with a fine of HK$1,000 added daily if you continue to breach terms.

Ways To Submit Your Annual Return

Hard Copy: If you go this route, you’ll need to download the NAR1 form and deliver a signed copy by post or in-person to the Companies Registry. This PDF provides a handy overview of the filing requirements.

Electronic Form: The Companies Registry has an electronic filing service that’s accessible 24/7. Get to know more about the e-Registry and how you can sign up for this service.

Signed, sealed, delivered

There it is. The what, why and how to go about your company annual return as a Hong Kong business owner. Remember, you’re not in this alone. If you’ve got questions about filing your tax return in Hong Kong, drop a note to our Osome bot.

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