4 Points to Note for Submitting Annual Returns

Local limited companies are required to submit an annual return to the Companies Registry within 42 days from the anniversary of their incorporation. The time required for filing differs for different forms of companies and late filing is subject to a maximum fine of HK$$3,480.

Annual Return Submission Schedule

The deadline for filing the annual return varies greatly depending on the form of the company.

private company

The deadline is the Company'sanniversary date shall be 42 days from the anniversary of the incorporation of the corporationIn addition, a private company may register with the Registrar of Companies by delivering an annual return to the Registrar of Companies. Private companies may make use ofDelivery of Annual Return Deadline Calculator Calculate the expiry date.

Public Company

The deadline is 42 days after the company's filing date to deliver the annual return for registration, which is 6 months after the end of the accounts enquiry period.

Guarantee Company

The deadline will be 42 days after the company's filing date for delivery of the annual return for registration, which will be 9 months after the end of the accounts enquiry period.

Delivery of Annual Returns

Delivered in person in hard copy

The address of the Registered Office and the postal address are as followsCompanies Registry 14/F Queensway Government Offices 66 Queensway Hong KongThe registration fee should be paid by cheque made payable to "Companies Registry" when delivered by hard copy by post.

Delivery by post

Attention is required when sending hard copies and cheques by post to the registered office:

1. An unsigned annual return or an annual return not accompanied by the correct registration fee will not be accepted by the Companies Registry as an unsatisfactory document and will not be deemed to have been delivered to the Registrar of Companies in compliance with the Companies Ordinance. The annual registration fee payable will be calculated on the basis of the date of re-delivery of the annual return, and hence the company may be required to pay a higher registration fee.

2. If the Registrar of Companies does not receive the document, the document is not to be regarded as having been delivered to the Registrar in compliance with the requirement to deliver the document.

Delivered electronically

The annual return and the correct annual registration fee can be delivered electronically through the Companies Registry's eRegistry website. For more details, please visit the Easy Registration 」。

Annual Return Registration Fee

The registration fee for the annual return of a local limited company will be as followsHK$105However, if the annual return is not delivered within 42 days of the prescribed time limit, a substantially higher registration fee ranging from HK$870 to HK$3,480 may be payable.

The annual return is a registration fee that is payable even if the company is not in business. Under the Companies Ordinance, the Registrar of Companies has no discretion to waive the registration fee. If a company ceases to carry on business, it may consider applying to the Registrar of Companies for deregistration of the company under section 750 of the Companies Ordinance (Cap. 622) or winding up the company under the Companies Ordinance (Cap. 32).

Late submission of annual returns

Late submission of annual returns is subject to higher registration fees. Whether it is forgotten, lost in the post or intentionally not submitted, it is a breach of the Companies Ordinance. The number of days the return is submitted exceeds the number of days for calculating the amount of registration fees required to be paid, and the later the submission, the higher the penalty, and if it is too late, you may even be convicted.

The company's registration fee of $$870 is payable for more than 42 days but not more than 3 months after the date of the return;

A registration fee of $$1,740 is payable for more than 3 months but not more than 6 months after the date of the company's return;

The registration fee of $$2,610 is payable for more than 6 months but not more than 9 months after the date of the company's return;

A registration fee of $$3,480 is payable for registration more than 9 months after the date of the company's return.

Section 662 of the CO provides that if a Hong Kong company fails to comply with the section, the company and every responsible person of the company are liable to be prosecuted and, upon conviction, to a default fine. The maximum penalty for each default is a fine of HK$50,000. In the case of a continuing default, a daily default fine of HK$1,000 may be imposed.

Also note that the 42-day period includes Sundays and public holidays. However, if the 42nd day falls on a Sunday or a public holiday, the due date will be extended to the following day, or if the last day of delivery falls on a Saturday, the due date will remain unchanged.

Frequently Asked Questions

Why do companies need to submit annual returns every year?

This is a mandatory requirement under the laws of Hong Kong to ensure that the company's operations are in compliance with the statute and that up-to-date information about the company is made available for public inspection.

Can a company be exempted from filing a return if it suspends its business?

As long as a company remains on the register, it is required to fulfil its statutory reporting obligations on time every year, irrespective of whether it has any business operations.

Do I still need to submit the form after receiving the penalty summons?

Payment of the court fine does not absolve the company from its reporting obligations. The company is still required to submit the outdated returns as soon as possible to avoid being penalised again for persistent non-compliance.

Conclusion

The Annual Return is a corporate document that must be delivered annually by a company, as long as the company is not dissolved, to avoid the need to invite late registration fees. It is generally the statutory duty of the directors or company secretary to submit the annual return on time.

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Extended reading: "TheWhat is the Annual Return, 2025 Annual Return NAR1 Form Sample and Notes, How much is the fine for forgetting to submit the Annual Return?》