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What is Annual Return Filing?

What is Annual Return Filing?

Are you running a company in Hong Kong or thinking of launching one? Here's something crucial: Every company in Hong Kong must file an Annual Return, as per the Companies Ordinance.

Let's look into what this means and how it can be a smooth process for you.

Understanding the Annual Return in Hong Kong

First off, it's important to clarify that an annual return isn't about your company's taxes.

The annual return form keeps the government updated on key details of your company, like director and shareholder information, your official address, and a snapshot of your operations.

The form should be submitted to the Hong Kong Company Registry each year. It's a way of ensuring your company complies with the legalities and can keep running smoothly.

Known as Form NAR1, this document is usually prepared by your appointed company secretary and needs to be signed off by a director, company secretary, manager, or authorized representative. Along with the form, there's an annual registration fee to pay.

Who Needs to File? (Which businesses are required to file an annual return?)

If you run a locally incorporated private limited company or a registered non-Hong Kong company, filing an annual return is a must.

However, private companies with dormant status are exempt from filing the NAR1 form.

What information to include in the Annual Return?

You'll be using Form NAR1 for your annual return. This form covers essential company details like:

  • your registered office address
  • shareholder and director particulars
  • company secretary details
  • share structure
  • and more

Timing and Submission of Your Annual Return

Timing is key. You have 42 days from your company's incorporation anniversary to file your annual return.

Changes or no changes from the previous year, you've got to submit the NAR1 form and its supporting documents.

Fees vary by company type:

-              Private Company: HK$105

-              Company Limited by Guarantee: HK$105

You can submit either via hard copy or electronically – whichever works best for you.

Hard copy: you will need to print the NAR1 form and deliver a signed copy by post or in-person to the Companies Registry, together with certified true copies of the additional documents and the correct fee.

Electronically: The electronic filing services of the Companies Registry is accessible 24/7. Find more information and how to sign up for the e-Registry here.

The Cost of Delay

Missed your 42-day deadline? There's a sliding scale of fines, increasing the longer you delay. It's crucial to avoid these penalties, as they can be hefty and impact your business.

Late submission period

Fine

>42 days and <3 months after anniversary date

HK$870

>3 months and <6 months after anniversary date

HK$1,740

>6 months and <9 months after anniversary date

HK$2,610

>9 months after anniversary date

HK$3,480

 

If a company doesn’t comply with the annual return requirement, not only does the company face legal actions, but so do the individuals in charge. Should a court find you at fault, fines come into play. Each breach could cost up to HK$50,000. And if the issue persists, expect a daily fine of HK$1,000 until it's resolved. It's a situation best avoided, so staying on top of your annual return is key.

The Role of a Company Secretary

For Hong Kong incorporated companies, a Company Secretary (residing in Hong Kong) is mandatory. However, their appointment involves more than just fulfilling a requirement.

Some of the duties include keeping your board informed, managing share transfers, and ensuring records are up to date. Crucially, they handle the filing of your annual return.

Many companies choose the expertise of professional service providers for this role.

Considering a switch from your current company secretary? Blynq offers professional company secretary services, ensuring your annual returns are prepared and filed without a hitch.

With our expertise in Hong Kong's company laws, you can focus on what you do best: growing your business.

Ready to take this on? Don’t hesitate to reach out to us now for more information.