- Scenario 1 — Rejected Before Registration (Cap. 622 ss. 35–38): If the Companies Registry refuses to register a paper Form NAR1 because of an error, missing signature, or bounced/incorrect cheque, the document is legally treated as having NOT been delivered (s.37). The 42-day statutory clock keeps ticking! If your corrected resubmission arrives on Day 43 or later, you must pay the escalated registration fee (starting at HK$ 870 instead of HK$ 105).
- Scenario 2 — Using Form NAR1 as a Change Form (Most Common Query Trigger): Form NAR1 is an anniversary snapshot, not a statutory change notification. You cannot appoint a new director, change the registered office address, or allot new shares simply by typing the new details into Form NAR1 without first (or simultaneously) filing Form ND2A, Form NR1, or Form NSC1.
- Scenario 3 — Discovered an Error After Registration (Cap. 622 ss. 41–42): Once Form NAR1 is registered and assigned an 11-digit ICRIS barcode, it becomes part of the permanent public register. Minor clerical errors can be addressed by submitting an amended document under the Registry's administrative rectification guidelines (which sits alongside the original filing), whereas disputed shareholdings or void corporate actions require a High Court rectification order under Section 42.
1. The 6 Most Common Reasons the Companies Registry Rejects Form NAR1
Every year, thousands of paper Form NAR1 filings are returned unregistered by the Companies Registry. Under Section 31 and Section 35 of the Companies Ordinance (Cap. 622), the Registrar is empowered to refuse registration of any "unsatisfactory document". Below are the six most frequent triggers:
| Rejection Trigger | What Went Wrong on the Form | How to Prevent or Fix It |
|---|---|---|
| 1. Wrong "Made-Up Date" (Section 3) | Entering the submission date or financial year-end date (e.g., 31 March) instead of the exact incorporation anniversary date. | For a private company, Section 3 must strictly state the anniversary of incorporation in that year (see our Form NAR1 Filing Guide). |
| 2. Unreported Changes Written Directly on NAR1 | Listing a new director, new registered address, or increased share capital on NAR1 when no Form ND2A, NR1, or NSC1 was ever filed. | File the underlying statutory change form (Form ND2A / NR1 / NSC1) before or together with Form NAR1. |
| 3. Invalid or Missing Signature | Leaving the final signature box blank, or having the form signed by someone who is neither a registered current Director nor the registered Company Secretary. | Ensure the signatory is already on record at the Companies Registry (or attach Form ND2A appointing them). |
| 4. Outdated Form Version or Poor Print Quality | Submitting a pre-December 2023 version of Form NAR1, omitting the 8-digit BRN (UBI), or scaling the PDF so barcode margins are cropped. | Always download the latest specified form (Rev. 12/2023) or file online via the e-Services Portal. |
| 5. Incorrect Cheque Payee or Fee Amount | Writing "Inland Revenue Department" as payee, submitting a post-dated cheque, or paying HK$ 105 when the form reaches the counter after Day 42. | Make crossed HKD cheques payable to "Companies Registry" and calculate the fee based on the actual receipt date. |
| 6. Missing Audited Accounts (Guarantee / Public Co.) | A company limited by guarantee or public company submitting Form NAR1 alone without attaching certified audited financial statements. | Attach certified copies of the Balance Sheet, Auditor's Report, and Directors' Report under Cap. 622 s.664(3). |
2. Why a Last-Minute Paper Rejection Often Triggers the HK$ 870 Late Fee
Many directors mail a paper Form NAR1 around Day 38 after the incorporation anniversary, assuming that as long as their first attempt was posted before Day 42, any subsequent correction will still enjoy the HK$ 105 fee. Under Hong Kong company law, that assumption is costly:
- Delivery Date Means Actual Receipt by the Registry: Under Hong Kong law, a document is delivered only when it is physically received in acceptable form at the Queensway Government Offices—not the postmark date.
- Refused Registration = Never Delivered (Cap. 622 s.37): If you submit a paper Form NAR1 on Day 38 with HK$ 105, and on Day 44 the Companies Registry issues a rejection notice because a box was left blank or the Made-up Date was wrong, your original delivery is nullified. When you deliver the corrected Form NAR1 on Day 45, the Registry assesses the statutory fee as of Day 45—which falls into the "more than 42 days to 3 months" bracket at HK$ 870.
Practical Solution: Always submit Form NAR1 electronically via the Companies Registry e-Services Portal. The electronic system automatically fills in the exact Made-up Date, pulls current director and share capital records from ICRIS, prevents submission if mandatory fields are blank, and issues an instant receipt.
3. How to Correct Mistakes After Form NAR1 Has Already Been Registered
What if your Form NAR1 has already been accepted by the Companies Registry (with an 11-digit barcode assigned), and you subsequently discover an error—for instance, during a corporate bank KYC review or M&A due diligence?
Case A: You Forgot to Report a Real Change (e.g., Director Address, Passport Number, or Share Allotment)
Do not attempt to alter the past Form NAR1 if the Form NAR1 simply reflected the old registry record. Instead, immediately file the appropriate statutory notification form to bring the public register up to date: Form ND2B (change in particulars of director/company secretary, such as passport number or correspondence address, as seen in ROTARY VORTEX LIMITED filing barcode 24001535668), Form ND2A (appointment/cessation of director/secretary), Form NR1 (change of registered office address), or Form NSC1 (return of allotment of shares).
Case B: Clerical / Typographical Error on the Registered Form NAR1 (Cap. 622 s.41)
If the registered Form NAR1 contains an obvious clerical mistake (for example, a typo in a shareholder's address or a misstated share transfer date that contradicts the company's internal Register of Members), the company secretary can submit a revised Form NAR1 marked as an amended filing in accordance with the Companies Registry's administrative rectification procedure under Section 41 of Cap. 622. Note that the Registry does not delete the original barcode filing; instead, the amended document is registered alongside the original so the full audit trail remains transparent on 86hc.com Company Search.
Case C: Unauthorized Filing, Forged Signature, or Disputed Shareholding (High Court Order under s.42)
Because the Registrar of Companies has no statutory power to expunge a registered document unilaterally, if a Form NAR1 was filed without authority, contains false statements (an offence under Section 895), or erroneously strips a shareholder of shares, an aggrieved party must apply to the Court of First Instance of the High Court under Section 42 of Cap. 622 for a Court Order directing the Registrar to rectify the register or remove the invalid filing.
- How to Check a HK Company Annual Report: Form NAR1 vs. Audited Financial Statements vs. HKEX Filings
- How to Fill Out & File HK Annual Return (Form NAR1): Made-Up Date, Cheque Payee & e-Services Guide
- Do HK Private Companies Need an AGM Every Year? Cap. 622 s.612 Written Resolution Exemption & Timelines
- Do Unlimited, Guarantee, Non-HK (Form NN3), Dormant (NDR4) or Deregistering Companies File Form NAR1?
- Why HK Corporate Bank Periodic KYC Reviews Require Form NAR1, Valid BRC, SCR & Audited Financial Statements
- What Is HK Company Annual Compliance? 10 Key Differences Between BRC Renewal and Form NAR1 Filing
- How to Read a HK Company Form NAR1 (Annual Return): Section-by-Section Share Capital & Equity Guide
- Overdue HK Form NAR1 Beyond 42 Days: 4-Tier Late Escalation Fees & Magistrates Court Summons Guide
4. Official Statutory References
- Hong Kong Companies Ordinance (Cap. 622), Sections 31 & 35–38 (Unsatisfactory Documents & Effect of Refusal), Sections 41–42 (Rectification of Register), & Section 895 (Offence for False Statement):Hong Kong e-Legislation (Cap. 622).
- Companies Registry Official FAQ — Delivery of Documents & Rectification of Registered Documents:Companies Registry.