Deadline for filing a director change in Hong Kong

What Is the Director Change Filing Deadline in Hong Kong?

File a change of director with the Hong Kong Companies Registry within 15 days of the appointment or cessation. This deadline under the Companies Ordinance (Cap. 622) applies to all companies incorporated in Hong Kong. Use Form ND2A to notify the Registry; it covers both the appointment of a new director and the cessation of an existing director.

Hong Kong Director Appointment Deadline

Appoint a new director and deliver Form ND2A to the Companies Registry within 15 days. The 15-day period starts from the date the resolution is passed or, for board appointments, the date directors resolve to appoint. The form requires the new director's full name, residential address (or service address), and other particulars. For a natural person, provide former names, date of birth, and nationality.

Form ND2A Filing Deadline Hong Kong

Form ND2A notifies the Registrar of a change of director or company secretary. Use it for both appointment and cessation. Each change event requires a separate form; you cannot combine multiple appointments or cessations on a single form. The form must be signed by the director, the company secretary, or another officer authorised by the board. Electronic filing through the Companies Registry's e-Services portal is accepted and processes faster than paper filing.

Companies Registry Director Change Time Limit

The filing time limit is strictly 15 calendar days, not 15 business days. If the 15th day falls on a Saturday, Sunday, or public holiday, the next working day is counted. The date of the change is the date of the resolution or the event effecting it, for example, the date of the board meeting or the date of the written resolution. The Companies Registry will not accept a filing after the 15-day period without a late filing fee.

Hong Kong Company Secretary Filing Deadline

The same 15-day deadline applies to changes of company secretary. Use Form ND2A to notify the appointment or cessation of a company secretary. The company secretary must be either a natural person ordinarily resident in Hong Kong or a body corporate with a registered office or place of business in Hong Kong. A company with a sole director cannot have that same person as its sole company secretary. The company secretary's duty often includes ensuring the director change filing is made on time, so the deadline equally applies to their own appointment or resignation.

Penalties and Consequences of Late Filing

Filing Form ND2A after the 15-day deadline carries consequences. The Companies Registry charges a higher registration fee for late delivery. More seriously, the company and every officer in default, including the directors and the company secretary, commit an offence and are liable to a fine of up to HK$5,000. If the default continues after conviction, a further daily fine of HK$500 applies. The Companies Registry may also take enforcement action, including prosecution. Late filing also affects the company's public record, which can damage its reputation with banks, suppliers, and business partners. The public register of directors shows the date of appointment, so a gap between the actual appointment and the registered date is visible to anyone searching the company's record.

Maintaining the Directors' Register

Besides filing Form ND2A with the Companies Registry, update the internal register of directors and company secretaries. Keep this register at the registered office or another prescribed place in Hong Kong and update it within the same 15-day period. The register is not open to public inspection, but a director or a company member may inspect it on request. The company secretary should coordinate the update of both the internal register and the public filing to avoid any gap in the company records.