What are the penalties for late filing with the Hong Kong Companies Registry?
Late filing can lead to prosecution of the company and every responsible person, with maximum penalties set per breach plus a daily default fine. The Registry's guidance gives HK$50,000 plus HK$1,000 a day for annual returns and address changes, and HK$25,000 plus HK$700 a day for director, secretary and share allotment notices.
Maximum penalties from the Registry's guidance
| Filing | Deadline | Maximum penalty per breach | Daily default fine |
|---|---|---|---|
| NAR1 annual return | 42 days after anniversary | HK$50,000 | HK$1,000 |
| NR1 registered office change | 15 days | HK$50,000 | HK$1,000 |
| ND2A / ND2B director or secretary changes | 15 days | HK$25,000 | HK$700 |
| NSC1 return of allotment | 1 month | HK$25,000 | HK$700 |
Who is liable The company and every responsible person, including directors, the company secretary and managers.
Other consequences
- Higher registration fees for late annual returns (up to HK$3,480 for a private company).
- The Registrar can strike off a company that appears not to be operating or complying.
- A stale public record can mislead banks and counterparties and hold up transactions.
How to avoid it
- Diarise the annual return from the incorporation date, not the financial year-end.
- Use the Registry's e-reminder service.
- Search your own company's record periodically and tell the Registry about any error.
These are maximums set by the Ordinance; actual penalties are for the courts.
Legal basis
- Companies Ordinance (Cap. 622), ss.142, 645, 652, 658, 662
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- How do I issue (allot) new shares in a Hong Kong company, and what is the NSC1 deadline?Issue shares through proper board and member approvals, then file Form NSC1 (return of allotment with a statement of capital) with the Companies Registry within one month after the allotment. Late filing risks up to HK$25,000 per breach plus a HK$700 daily default fine.
- How long does it take to incorporate a company in Hong Kong?A straightforward company filed online can normally be incorporated within about one hour if the name needs no extra approval. A paper application usually takes about four working days. Opening a bank account is typically the slower step.
- How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
- Does my company need a registered office in Hong Kong, and how do I change it?Yes. Every Hong Kong company must have a registered office in Hong Kong where communications and notices can be sent. If it changes, file Form NR1 with the Companies Registry within 15 days, otherwise the company faces up to HK$50,000 per breach plus HK$1,000 per day.
- Is the Significant Controllers Register public, where is it kept, and what if I do not keep it?The register is not filed with the Companies Registry and is not open to the public. It must be kept at the registered office or another place in Hong Kong. Law enforcement can require access. Failing to keep it properly is an offence: HK$25,000 plus HK$700 a day for the company and each responsible person, and up to HK$300,000 and two years' imprisonment for knowingly false entries.