Insights · Hong Kong Compliance
Hong Kong Company Annual Compliance: Annual Return, Audit and Profits Tax Deadlines in 2026
A Hong Kong private company must file its annual return (Form NAR1) within 42 days after each anniversary of incorporation, for HK$105, renew its business registration, have its accounts audited and file a profits tax return. The Inland Revenue Department issued 2025/26 returns on 1 April 2026, normally due within one month. Under the block extension scheme, December year-end companies have until 31 August 2026 on paper or 2 October 2026 electronically, and January to March year-ends until 16 November 2026.
For directors, finance leads and group controllers running a Hong Kong company: each recurring filing, the 2026 dates under the block extension scheme, the penalties for missing them, and a month-by-month checklist built around a 31 December year-end.
| Obligation | Deadline and fee (2026) |
|---|---|
| Annual return (Form NAR1) | Within 42 days after the incorporation anniversary; HK$105 |
| Late annual return | HK$870 to HK$3,480, depending on the delay |
| Business registration renewal | Before expiry; HK$2,350 for one year from 1 April 2026 |
| Statutory audit and AGM | Audit for every company except dormant ones; AGM within 9 months of year-end |
| Profits tax return 2025/26 | Issued 1 April 2026; due one month after issue unless extended |
| Block extension, code D (December year-ends) | 31 August 2026 on paper; 2 October 2026 e-filed |
| Block extension, code M (January to March year-ends) | 16 November 2026; loss cases 1 February 2027 |
| Employer’s Return (BIR56A) | Issued 1 April 2026; due one month after issue (4 May 2026) |
Companies Registry filings and business registration
The annual return is the core Companies Registry filing. A private company must deliver Form NAR1 within 42 days after the anniversary of its incorporation every year except the year it was incorporated. The 42 days include weekends and public holidays, but if the 42nd day is a Sunday or public holiday the deadline moves to the next working day. Private companies do not attach financial statements; that applies only to public and guarantee companies. The fee is HK$105 if the return is on time.
Late filing costs more the longer it runs, counted from the anniversary: HK$870 if delivered more than 42 days after it but within three months, HK$1,740 within three to six months, HK$2,610 within six to nine months, and HK$3,480 after nine months. The Companies Registry also warns that the company and every responsible person can be prosecuted, with a maximum fine of HK$50,000 plus HK$1,000 for each day the default continues.
Other filings are triggered by events: Form ND2A within 15 days of appointing or removing a director or company secretary, Form ND2B within 15 days of a change in their particulars, Form NR1 within 15 days of moving the registered office, and Form NSC1 within one month of allotting shares. The significant controllers register is kept rather than filed, and must be updated within seven days. Business registration renews separately: the Inland Revenue Department sends a demand note around the middle of the month before the new certificate starts, and from 1 April 2026 a one-year certificate costs HK$2,350 after the levy waiver ended.
Audit, AGM and profits tax deadlines
The Companies Ordinance (Cap. 622) requires every company other than a dormant one to prepare financial statements and have them audited. Small private companies meeting two of three tests (revenue up to HK$100 million, assets up to HK$100 million, up to 100 employees) may prepare simplified reports, but still need an audit. A private company must hold its AGM within nine months after the end of its accounting reference period, so by 30 September 2026 for a 31 December 2025 year-end, unless members act by written resolution or have resolved to dispense with AGMs.
The Inland Revenue Department issues profits tax returns on the first working day of April, normally due within one month; for 2025/26 that was 4 May 2026. Companies with a tax representative get more time under the block extension scheme, set by accounting-date code. Code N (year-ends from 1 April to 30 November 2025) received no extension. Code D (December year-ends) was due on 17 August 2026, but on 14 July 2026 the IRD moved it to 31 August 2026 on paper and 2 October 2026 electronically. Code M (January to March year-ends) is due on 16 November 2026, or 1 February 2027 for loss cases.
E-filing through the Business Tax Portal adds one month: automatically for entities in in-scope multinational groups, which must e-file from 2025/26, and on application for voluntary e-filers. Returns must include financial statements and a tax computation; the IRD no longer lets small corporations with gross income up to HK$2 million file without them. Failing to file without reasonable excuse can lead to prosecution, with a HK$10,000 fine plus treble the tax undercharged, or additional tax under section 82A. The Employer’s Return (BIR56A with IR56B) is due one month after issue and falls outside the block extension.
Month-by-month checklist for a 31 December year-end
- Every month: pay MPF contributions by the contribution day, generally the 10th of the following month; update the significant controllers register within seven days of a change; file Form ND2A or ND2B within 15 days of any officer change.
- January to March: close the books for the 31 December year-end, confirm the auditor’s timetable and note when the business registration certificate expires.
- April: the IRD issues profits tax returns and the Employer’s Return on the first working day (1 April 2026); prepare an IR56B for each employee.
- May: file the Employer’s Return within one month of issue (4 May 2026); code N profits tax returns were due the same day.
- June to August: finish the audit and sign the financial statements; code D paper returns are due by 31 August 2026.
- September: hold the AGM or pass written resolutions by 30 September, nine months after the year-end.
- October: code D e-filed returns are due by 2 October 2026.
- November and December: code M returns are due on 16 November 2026, or 16 December 2026 if e-filed with the extra month; code M loss cases run to 1 February 2027.
- Your incorporation anniversary: file Form NAR1 within 42 days (HK$105) and pay the business registration renewal before the certificate expires.
Frequently asked questions
What is the penalty for filing a Hong Kong annual return late?
The Companies Registry charges a higher registration fee instead of the normal HK$105: HK$870 if the return is delivered more than 42 days after the anniversary but within three months of it, HK$1,740 within six months, HK$2,610 within nine months and HK$3,480 after that. Separately, the company and every responsible person can be prosecuted, with a maximum fine of HK$50,000 plus HK$1,000 for each day the default continues.
Does every Hong Kong company need an audit?
Yes, unless it is dormant. The Companies Ordinance (Cap. 622) requires every company to prepare financial statements and have them audited. Qualifying small private companies can use simplified reporting, but an auditor’s report is still needed. The financial statements and a tax computation must accompany the profits tax return, and the Inland Revenue Department no longer lets companies with gross income up to HK$2 million file without them.
When is the 2025/26 profits tax return due for a December year-end company?
Returns were issued on 1 April 2026 and are normally due within one month. Companies whose tax representative uses the block extension scheme have longer: on 14 July 2026 the Inland Revenue Department extended code D returns to 31 August 2026 for paper filing and 2 October 2026 for electronic filing. The extension was announced for 2025/26 returns only, so check the IRD’s circular before relying on the same dates next year.
Does a Hong Kong private company have to hold an AGM every year?
By default, yes. A private company must hold its AGM within nine months after the end of its accounting reference period, which means by 30 September for a 31 December year-end. It need not meet in person if everything required at the AGM is done by written resolution, and members can pass a resolution to dispense with AGMs altogether. Either way, the statutory audit is still required.
Sources
Figures in this article were checked against these sources on 30 September 2026. Rates, fees and deadlines change, so confirm the current position with the authority before acting.
- Companies Registry (Hong Kong), Annual return: private companies
- Inland Revenue Department (Hong Kong), Block Extension Scheme for 2025/26 tax returns
- Inland Revenue Department (Hong Kong), Further extension for 2025/26 profits tax returns (code D)
- Inland Revenue Department (Hong Kong), Business registration fee and levy table
- Companies Registry (Hong Kong), Accounts and audit under the Companies Ordinance
- Companies Registry (Hong Kong), Meetings, resolutions and company records
- Inland Revenue Department (Hong Kong), Filing of profits tax returns
- Mandatory Provident Fund Schemes Authority, FAQs for employers