Hong Kong Company Annual Compliance: First-Year Calendar — NAR1, BRC Renewal, Audit & Profits Tax (2026 Update)
Hong Kong company annual compliance has four first-year obligations on two separate government cycles. The NAR1 annual return is due within 42 days of your incorporation anniversary; the on-time Companies Registry fee is HK$105, rising to HK$870, HK$1,740, HK$2,610, and HK$3,480 the later you file, with directors also liable for fines up to HK$50,000 plus HK$1,000 per day. Separately, the Business Registration Certificate renews with the IRD at HK$2,350 per year or HK$6,170 for three years from 1 April 2026. Every company must also prepare an audited set of financial statements unless dormant, and file a Profits Tax Return — typically issued around 18 months after incorporation — taxed at 8.25% on the first HK$2 million of profits and 16.5% above. A Hong Kong–resident company secretary and registered office are mandatory throughout. This guide is the post-incorporation timeline, not the registration steps.
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Last updated: May 2026
Hong Kong company annual compliance — the 8 dates that matter in year one
- NAR1 annual return: file with the Companies Registry within 42 days of your incorporation anniversary. On-time fee HK$105; late fees rise to HK$870 → HK$1,740 → HK$2,610 → HK$3,480.
- Business Registration Certificate renewal: HK$2,350 (1-year) or HK$6,170 (3-year) from 1 April 2026, renewed annually with the IRD.
- Annual audit: mandatory for every company unless dormant — audited financial statements must be prepared before you can file Profits Tax.
- Profits Tax Return: first PTR usually arrives around 18 months after incorporation; tax is 8.25% on the first HK$2M of profits and 16.5% above.
- Company secretary: you must keep a Hong Kong–resident company secretary and a Hong Kong registered office at all times.
- Worst case: missing the NAR1 is a criminal offence — directors face fines up to HK$50,000 plus HK$1,000/day for a continuing default.
Hong Kong company annual compliance is the set of recurring filings every incorporated company must complete each year, and in the first year four obligations dominate the calendar: the NAR1 annual return (due within 42 days of your incorporation anniversary, HK$105 on time), the Business Registration Certificate renewal (HK$2,350 for one year from 1 April 2026), the statutory annual audit (mandatory unless the company is dormant), and the Profits Tax Return filed with the Inland Revenue Department. These are separate filings to two different government departments with different deadlines — missing the NAR1 alone can expose directors to fines of up to HK$50,000. This is a post-incorporation timeline: if you have not yet formed the company, start with our registration guide first.
PAT CPA’s practical observation is: most first-year penalties we see are not caused by founders refusing to comply — they are caused by founders assuming “annual return” and “tax return” are the same filing. They are not. One goes to the Companies Registry on your incorporation anniversary; the other goes to the IRD on a completely different cycle. Treat them as two separate alarms in your calendar from day one.
Who should read this Hong Kong company annual compliance guide?
This calendar is written for three readers in their first year of operation:
- The new SME owner who has just incorporated and wants a plain list of what is due, when, and what it costs — not a re-explanation of how to form the company.
- The overseas founder running a Hong Kong company remotely, who needs to know which obligations cannot be skipped from abroad (the resident company secretary and registered office in particular).
- The operations or finance lead who has inherited compliance responsibility and needs a single reference for the NAR1 deadline, BRC renewal, audit and Profits Tax cycle.
If you are still at the pre-incorporation stage — choosing a company name, preparing Form NNC1, or opening a bank account — those steps belong to our incorporation guide and are deliberately out of scope here.
The first-year compliance calendar at a glance
Here is the full first-year picture. Dates are driven by your incorporation date (for the NAR1 and BRC) and your chosen financial year-end (for audit and Profits Tax).
| Obligation | Authority | Timing | Government cost |
|---|---|---|---|
| NAR1 annual return | Companies Registry | Within 42 days of incorporation anniversary | HK$105 (on time) |
| Business Registration Certificate renewal | Inland Revenue Department | Annually, before certificate expiry | HK$2,350 / yr or HK$6,170 / 3 yr (from 1 Apr 2026) |
| Significant Controllers Register (SCR) | Kept at registered office | From incorporation, kept up to date | No filing fee |
| Annual audit of financial statements | Independent CPA (Cap. 622) | After financial year-end, before Profits Tax filing | Professional fee (varies) |
| Profits Tax Return (PTR) | Inland Revenue Department | First PTR typically issued ~18 months after incorporation | 8.25% first HK$2M / 16.5% above |
The NAR1 and the Profits Tax Return are the two filings most often confused. The NAR1 reports who runs and owns the company to the Companies Registry; the Profits Tax Return reports how much the company earned to the IRD. They are unrelated in timing, content, and department.
NAR1 filing deadline: the 42-day rule explained
Every local private company must deliver an annual return on Form NAR1 to the Companies Registry within 42 days after the anniversary of its incorporation date. This is one of the core Hong Kong annual return requirements under the Companies Ordinance (Cap. 622), and the deadline is strict in three ways founders routinely underestimate:
- The 42 days include Sundays and public holidays — there is no “working days” allowance.
- If the 42nd day falls on a Saturday, the deadline stays on that Saturday; it does not roll forward.
- The Registrar has no power to extend the statutory time limit. There are no discretionary extensions.
The on-time annual registration fee for a private company is HK$105. The NAR1 reports your registered office address, directors, company secretary, shareholders and share capital as at the anniversary date — not as at the day you fill it in. For a private company, certified financial statements do not need to be attached (that requirement applies to public and guarantee companies).
The NAR1 late-filing penalty tiers
Miss the 42-day window and the registration fee escalates sharply. These tiers are set by the Companies (Fees) Regulation (Cap. 622K) and the Registrar cannot waive them:
| If the NAR1 is delivered… | Fee |
|---|---|
| On time (within 42 days) | HK$105 |
| More than 42 days but within 3 months after the return date | HK$870 |
| More than 3 months but within 6 months | HK$1,740 |
| More than 6 months but within 9 months | HK$2,610 |
| More than 9 months after the return date | HK$3,480 |
Beyond the escalating fee, late or non-delivery is a criminal offence under section 662. The company and every responsible person are liable to prosecution; the maximum penalty is HK$50,000 per breach plus a daily default fine of HK$1,000 for a continuing offence.
Business Registration Certificate renewal
Separate from the NAR1, your Business Registration Certificate (BRC) must be renewed with the Inland Revenue Department. From 1 April 2026, the fees are:
- 1-year certificate: HK$2,350 — comprising the HK$2,200 registration fee plus the reinstated HK$150 Protection of Wages on Insolvency Fund levy.
- 3-year certificate: HK$6,170 — HK$5,720 registration fee plus HK$450 levy.
The HK$150 levy had been waived during 2025/26; the 2026/27 Budget reinstated it, which is why the one-year fee rose from HK$2,200 to HK$2,350. The IRD issues a renewal demand note before expiry — but the legal obligation to hold a valid BRC rests with you. A business must be registered within one month of commencing, and operating without a valid certificate can attract a fine of up to HK$5,000 plus imprisonment.
A 3-year certificate offers no real discount over three annual renewals; its only benefit is administrative — one renewal instead of three.
Should you handle annual compliance yourself?
Technically, yes — a director can file the NAR1 and renew the BRC without an agent. The forms are short and the e-filing portals are open 24 hours. For a single-shareholder company with no changes during the year, self-filing is realistic.
In practice, the value of a professional is rarely the form-filling. It is the tracking: knowing that the NAR1 anniversary, the BRC expiry, the financial year-end audit and the Profits Tax Return all fall on different cycles, and that a resident company secretary is legally required to sign and maintain the statutory records. The audit in particular cannot be self-performed — it must be done by an independent Hong Kong CPA. Most founders who self-file in year one engage help by year two, usually after a near-miss on the 42-day window.
When you should NOT rush to file early
Filing the NAR1 too early can be as problematic as filing it late. The annual return must reflect the company’s particulars as at the anniversary date. If you file weeks before the anniversary and then a director resigns or shares transfer before that date, the return is inaccurate and may need correcting.
Similarly, do not rush to appoint an auditor or close your first set of accounts before deciding your financial year-end. The first financial year can run up to roughly 18 months, and your choice of year-end affects when the first audit and first Profits Tax Return fall due. Decide the year-end deliberately rather than defaulting to it — this is exactly the kind of first-year planning where a short conversation with a CPA saves a year of awkward timing.
Hong Kong company first year compliance checklist
Use this as your “what to do after incorporating a Hong Kong company” checklist for the first 18 months:
- ☐ Diarise your incorporation anniversary and set a reminder 42 days before — the NAR1 deadline.
- ☐ Confirm your resident company secretary and registered office are in place and will remain so.
- ☐ Subscribe to the Companies Registry Annual Return e-Reminder service.
- ☐ Note your BRC expiry date and budget HK$2,350 (or HK$6,170 for three years) for renewal.
- ☐ Set up bookkeeping from day one so the year-end audit is straightforward.
- ☐ Decide your financial year-end and brief your auditor early.
- ☐ Watch for the first Profits Tax Return — reply within the stated window once issued.
- ☐ Maintain the Significant Controllers Register at your registered office.
The audit and Profits Tax cycle
Every Hong Kong company must prepare audited financial statements annually unless it qualifies as dormant under the Companies Ordinance. The audit must be performed by an independent Hong Kong CPA — it is not something a director can self-certify. The audited accounts then feed the Profits Tax Return.
The IRD typically issues a company’s first Profits Tax Return around 18 months after incorporation, giving new businesses time to complete a first accounting period and audit. Once issued, a first-time return generally allows a reply window of about three months. Profits Tax for corporations is charged at 8.25% on the first HK$2 million of assessable profits and 16.5% on the balance under the two-tiered regime.
Why “dormant” is narrower than founders think
A company is only exempt from audit if it is dormant in the strict Companies Ordinance sense — broadly, no accounting transactions during the period. A company that is merely small, or that has only a few transactions, is not dormant and still needs a full audit. Do not assume low activity equals an audit exemption.
Why does first-year compliance commonly go wrong?
The recurring failure patterns we see are almost always timing, not effort:
- Confusing NAR1 with the Profits Tax Return — assuming filing tax “covers” the annual return. It does not; they are different departments.
- Counting 42 days as working days — the count includes weekends and holidays, so the real window is shorter than it feels.
- Letting the resident company secretary lapse — common for overseas founders who change service providers mid-year.
- Treating low activity as “dormant” — and skipping the audit, then scrambling when the first Profits Tax Return arrives.
- Forgetting the BRC renewal because no anniversary “alarm” was set against the certificate expiry.
Which companies are most at risk of a first-year breach?
Three profiles dominate the prosecution and late-fee statistics. Remotely-run companies with overseas founders, where no one locally owns the calendar. Dormant-in-name companies that quietly start trading but never switch on audit and tax compliance. And “DIY” single-director companies that incorporated cheaply online but never appointed anyone to track the recurring deadlines. If your company fits one of these, the NAR1 42-day window is the deadline most likely to slip first.
Before your first anniversary: a final self-check
- Do you know your exact incorporation anniversary date, and is a 42-day-before reminder set?
- Are your registered office, directors, secretary, shareholders and share capital accurate as they will stand on that date?
- Is your BRC renewal budgeted and diarised against its own expiry?
- Have you appointed an auditor and decided your financial year-end?
- Is someone clearly accountable for these dates — not “the company” in the abstract, but a named person?
When should you bring in a professional team?
Engage a company secretary and CPA early if: you are based outside Hong Kong; you expect transactions in year one (so the audit is non-trivial); you are unsure of your financial year-end; or you simply do not want to personally own four separate compliance cycles. The cost of professional support is consistently lower than a single late-filing escalation plus the director liability that comes with it. PAT CPA — led by Tommy Chan (CPA P06975, HKICPA Fellow F08355, Corporate Practice S0395) — handles the full first-year cycle so the deadlines are tracked for you.
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Frequently asked questions on Hong Kong company annual compliance
What is the NAR1 filing deadline for a Hong Kong company?
The NAR1 annual return must be delivered to the Companies Registry within 42 days of your company’s incorporation anniversary. The on-time fee is HK$105. The 42 days include Sundays and public holidays, and the Registrar cannot extend the deadline.
What are the Hong Kong annual return requirements if I file late?
Late NAR1 fees escalate by lateness band: HK$870 (more than 42 days but within 3 months), HK$1,740 (within 6 months), HK$2,610 (within 9 months), and HK$3,480 beyond 9 months. Late or non-delivery is also a criminal offence carrying fines up to HK$50,000 plus HK$1,000 per day for a continuing default.
Is the annual return the same as the Profits Tax Return?
No. The NAR1 goes to the Companies Registry and reports company particulars on your incorporation anniversary. The Profits Tax Return goes to the Inland Revenue Department and reports profits on a separate cycle. They are two different filings to two different departments — a central point of Hong Kong company annual compliance.
How much is the Business Registration Certificate renewal in 2026?
From 1 April 2026, the BRC costs HK$2,350 for one year (HK$2,200 fee plus a reinstated HK$150 levy) or HK$6,170 for three years. It is renewed annually with the IRD, separate from the NAR1.
Does every Hong Kong company need an audit in its first year?
Yes, unless the company is dormant in the strict Companies Ordinance sense. Audited financial statements must be prepared by an independent Hong Kong CPA and are needed before filing the Profits Tax Return. Low activity does not equal dormant.
What does Hong Kong company annual compliance involve after I incorporate?
Maintain a resident company secretary and registered office, diarise your incorporation anniversary for the NAR1, budget for BRC renewal, set up bookkeeping, decide your financial year-end, appoint an auditor, and watch for the first Profits Tax Return (usually about 18 months after incorporation).
When does the first Profits Tax Return arrive?
The IRD typically issues a company’s first Profits Tax Return around 18 months after incorporation. A first-time return generally allows about three months to reply. Profits Tax is 8.25% on the first HK$2 million of profits and 16.5% above.
Can I handle Hong Kong company annual compliance without a company secretary?
You can file the NAR1 and renew the BRC yourself, but a Hong Kong–resident company secretary is legally mandatory and the annual audit must be done by an independent CPA. Most founders engage professional support to track the separate NAR1, BRC, audit and tax cycles.
