Form ND2A for changes to directors and secretary

What Is Form ND2A for Company Changes

Form ND2A is the statutory form for notifying the Hong Kong Companies Registry of a company secretary or director's appointment or cessation. Its full name is "Notice of Change of Company Secretary and Director (Appointment or Cessation)". Filed under the Companies Ordinance (Cap. 622), it is one of Hong Kong's most frequently used compliance forms.

A company files Form ND2A when it appoints or removes a company secretary or director. The form handles both events in one document, allowing a single filing for a director's departure and a successor's appointment.

Form ND2A Hong Kong: What It Covers

Use Form ND2A to report changes to a company's officers. It reports:

• The appointment of a new company secretary
• The cessation of a company secretary
• The appointment of a new director
• The cessation of a director

For each officer added or removed, the form requires their full name, address, identification number and the date of appointment or cessation. For a natural person director, the form also requires the residential address and date of birth.

Notice of Change of Company Secretary and Director: When to File

Notify the Companies Registry within 15 days. This 15-day period starts from the date the appointment or cessation takes effect, not the date of the company's resolution. Filing late may result in a fine and prosecution of the directors.

The company, not the individual officer, files the form. The company secretary or a board-authorised director typically signs it.

Companies Registry Form ND2A: Filing Channels

File Form ND2A electronically through the Companies Registry's e-Services portal or submit a paper form. Electronic filing is faster and is processed more quickly by the Registry. The form must be accompanied by the prescribed fee, which the Registry sets and changes periodically.

This is a specified form under the Companies Ordinance. Download the official version from the Companies Registry's specified forms index. The Registry may reject a photocopy or a form downloaded from a third-party site if it has been altered.

ND2A Appointment or Cessation: What the Form Does Not Cover

Form ND2A is for appointment or cessation only. It does not cover:

• A change in particulars for an existing company secretary or director, such as an address or name change. Report that on Form ND2B.
• The resignation of a company secretary or director. Report that on Form ND4.
• A change of registered office address. Report that on Form NR1.

If a director resigns and a new director is appointed simultaneously, the company files both Form ND4 (for the resignation) and Form ND2A (for the appointment). These are separate filings.

Hong Kong Company Officer Change Form: Supporting Records

After filing Form ND2A, update the company's statutory registers. The register of directors and the register of company secretaries must show the current officers. The Significant Controllers Register is unaffected unless the departing or appointing person is also a significant controller.

The company should also update its records with the Inland Revenue Department if the change affects the contact details for tax correspondence. The IRD does not require a separate filing for a director or secretary change, but the company must ensure the IRD has the correct correspondence address.

Practical Points

• A company with a sole director cannot have that same person as its sole company secretary. If the sole director is also the sole secretary, the company must appoint a different person as secretary or a second director.
• A company secretary must be a natural person ordinarily resident in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong.
• A director must be a natural person for a private company limited by shares. A body corporate cannot be a director.

Form ND2A is a straightforward filing, but the 15-day deadline is strict. Companies that use a corporate service provider typically delegate this filing to the provider, who monitors changes and files the form on the company's behalf.