By KYN AI Advisory Team — AI implementation specialists, Singapore
A Hong Kong company files its annual return (Form NAR1) within 42 days after the anniversary of its incorporation, at a fee of HK$105 on time and up to HK$3,480 if late. Every Hong Kong company must also have its financial statements audited, unless it is dormant. Even a small company that qualifies for simplified reporting still needs an audit. Private companies lay audited statements before members within nine months of year end. This article lists each deadline, the fee ladder and a yearly calendar.
When is the annual return due?
The Hong Kong Institute of Chartered Governance (HKICS) explains the rule on its page about the 42-day annual return deadline. The Form NAR1 is due 42 days after the company's return date. The return date is the anniversary of incorporation (or re-domiciliation), not the financial year end. HKICS cites section 662 of the Companies Ordinance (Cap. 622) for the 42-day rule.
Worked example: a company with a return date of 15 March has from 16 March to 26 April to file. If the 42nd day falls on a weekend or public holiday, the deadline moves to the next working day.
The Companies Registry counts the date it receives the form, not the date you posted or submitted it. Aim to file a week early.
What does a late annual return cost?
HKICS lists the registration fee by delivery time.
| When the Registry receives the form | Registration fee | |---|---| | Within 42 days | HK$105 | | More than 42 days, within 3 months | HK$870 | | More than 3 months, within 6 months | HK$1,740 | | More than 6 months, within 9 months | HK$2,610 | | More than 9 months | HK$3,480 |
The fee rises more than eightfold on day 43. A missed date costs HK$765 more, and the step cost rises each quarter after. A calendar reminder pays for itself the first time it fires.
Check the Companies Registry's current fee schedule before paying, because fees can change.
Who is exempt from the annual return?
Only private companies that declared themselves dormant. The declaration is by special resolution and must be delivered before the 42-day period expires. A company that declares dormancy after the deadline still files that year's return and pays any late fee. The exemption applies from the following year.
Dormant companies must still keep statutory registers and file changes of directors or company secretary.
Does a small Hong Kong company need an audit?
Yes, with one exception. HKICS states on its page about the audit requirement that every Hong Kong company must be audited unless it qualifies for the dormant or small company exemption under Cap. 622. It then clarifies that the small company route is a reporting exemption. It allows simplified financial statements, but it does not remove the audit.
| Item | Rule | |---|---| | Who audits | An auditor holding a HKICPA practising certificate and independent of the company | | Dormant company | No significant accounting transactions in the year, special resolution, copy delivered to the Registry; still prepares financial statements and files NAR1 | | Small company reporting exemption | Private company meeting two of three tests: revenue up to HK$100 million, total assets up to HK$100 million, up to 100 employees | | Effect of the reporting exemption | Allows simplified reporting standards; does not remove the audit | | Public companies and subsidiaries of public companies | Cannot claim the reporting exemption |
Compare Singapore, where a small private company can be exempt from audit if it meets two of three tests. See Singapore statutory audit cost and exemption. A group with entities in both places needs a different answer in each.
HKICS cites section 363 for the dormant exemption and section 359 for the small company reporting exemption. Check the ordinance text on the Companies Registry's copy before you cite either in a document.
When must financial statements be ready?
Financial statements and the directors' report must be laid before members within nine months of year end for a private company, or six months for a public company. Private companies may dispense with an annual general meeting by written resolution, but the laying requirement still applies. A private company must appoint its first auditor within nine months of incorporation.
Work back from the deadline. For a 31 December year end, nine months is 30 September of the following year. The auditor needs a closed ledger well before that, so plan to close the books by the end of the first quarter after year end.
When is the profits tax return due?
The Inland Revenue Department issues the Profits Tax Return, and the default deadline is one month from the date of issue. HKICS explains the block extension scheme: a company with an appointed tax representative, filing electronically through the Tax Representative Portal with the required supplementary forms and financial statements, can use extended dates fixed by the IRD according to the accounting year end. Without a tax representative, the one-month deadline applies.
HKICS notes that the dates can change and its own examples are not fully consistent, so use the annual block extension letter from the IRD for the dates that apply to your year end. If the extension is missed, the return is treated as overdue and the IRD may issue an estimated assessment with interest and surcharge.
For the rates that apply once you file, see Hong Kong profits tax two-tier rates: a worked example.
What does a yearly calendar look like?
Build one calendar from three anchors: the incorporation anniversary, the financial year end and the date the IRD issues the profits tax return.
- Return date + 42 days: file NAR1. Set the first alert 30 days before.
- Year end + about 3 months: books closed and reconciled, ready for audit.
- Audit fieldwork: schedule with the auditor at year end, not after.
- Year end + 9 months: financial statements laid before members (private company).
- IRD return issue date + extension date: file the profits tax return through your tax representative.
- Any date a change occurs: file director, secretary or address changes promptly. HKICS notes dormant companies still file these.
A company with more than one entity needs one calendar row per entity. The cost of a missed date is small per entity and large across a group.
What goes wrong most often?
- Counting from year end. The annual return clock runs from the incorporation anniversary, not the financial year.
- Assuming "small" means "no audit". In Hong Kong the small company route simplifies reporting only.
- Declaring dormancy late. The special resolution must be delivered before the 42 days pass.
- No tax representative. Without one, the one-month deadline on the return applies.
- Records scattered across tools. The auditor asks for the bank, the ledger and the supporting documents in one place.
Where KYN fits
KYN builds operations and finance systems in your own cloud account, with bilingual interfaces for Hong Kong teams. A compliance calendar per entity, with owners, alerts and document links, is a small build. Every action is logged with the actor, and filings wait for a named person. KYN does not file with the Companies Registry or the IRD.
A Hong Kong filing calendar starts with a 14-day review: which companies you hold, their year-ends and who signs off. The tracker and reminders that follow ship in under 90 days. See operations systems and integrations.
Frequently asked questions
Can the Companies Registry extend the 42-day deadline?
The HKICS page describes no extension. A late filing carries the higher fee shown above. Confirm any special circumstance with the Registry directly.
Does a dormant company still need an audit?
A company that qualifies for the dormant exemption does not need an audit, according to HKICS. It must still prepare financial statements, file the annual return and keep its significant controllers register. The exemption ends once a significant transaction occurs, and an audit is then required for that year.
Is the annual return the same as the profits tax return?
No. The annual return goes to the Companies Registry and depends on the incorporation anniversary. The profits tax return goes to the Inland Revenue Department and depends on the date it is issued. Each has its own deadline and its own filer.
Checked 30 October 2026.
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