How do I change my company secretary in Hong Kong

How Do I Change My Company Secretary in Hong Kong

To change your company secretary in Hong Kong, file the correct form with the Companies Registry. Use Form ND2A for an appointment or cessation, Form ND2B for a change to the secretary's particulars, and Form ND4 for a resignation. All filings fall under the Companies Ordinance (Cap. 622) and are due within 15 days of the change. You must also update your statutory registers.

Change Company Secretary Hong Kong Form

Form ND2A is the primary document for changing your company secretary. It notifies the Companies Registry of both the outgoing secretary's cessation and the incoming secretary's appointment. Complete the relevant sections and file within 15 days. Submit the form through the Companies Registry's e-Services portal or deliver the paper version.

Form ND2A Company Secretary

Form ND2A serves as the notice of change for company secretaries and directors. For a secretary change, you must state the company name and number, the full name, address and identification of both the outgoing and incoming secretaries, and the effective date of the change. For new appointments, confirm the person meets legal requirements. A natural person must be ordinarily resident in Hong Kong. A body corporate must have its registered office or a place of business in Hong Kong. Use Form ND2B if only the secretary's existing details change.

Appoint New Company Secretary Hong Kong

The new company secretary, whether an individual or a body corporate, must meet statutory eligibility requirements. A sole director cannot also be the sole company secretary. The incoming secretary must provide written consent, which you retain in your company records. File the appointment using Form ND2A and update your statutory registers immediately.

Company Secretary Cessation Hong Kong

When a company secretary resigns, file Form ND4, the notice of resignation. You can also indicate the cessation on Form ND2A if you are simultaneously appointing a replacement. The secretary may serve the company a notice of resignation. You must then update the register of company secretaries. If the departure leaves the company without a secretary, you have 15 days to appoint a replacement to avoid breaching the Companies Ordinance.

Update the Significant Controllers Register

If the departing secretary is also the designated representative for the Significant Controllers Register, you must record this change. Cap. 622 requires every company to maintain this register and designate a person to assist law enforcement. When the secretary ceases, you will likely need to appoint a new designated representative. Keep the register at the registered office or another prescribed location in Hong Kong.

Other Records to Update

• Statutory registers: Update the register of company secretaries. If applicable, also update the register of directors and the register of members.
• Registered office: If the change affects the address for service, file Form NR1.
• Company records: Keep copies of all forms, consents and correspondence at the registered office.

Filing Deadlines and Channels

All forms - ND2A, ND2B, ND4 - must be filed with the Companies Registry within 15 days of the change. You can file electronically through the e-Filing portal, by post, or in person. Late filing incurs a higher registration fee and may lead to prosecution. The on-time registration fee for these forms is HK$105 for a private company. Higher fees apply for late delivery.