Changing the company secretary of a Hong Kong company: forms ND2A, ND2B and ND4

Changing the Company Secretary Hong Kong Company

Every Hong Kong company must have a company secretary. The Companies Ordinance (Cap. 622) requires at least one secretary, who may be an individual or a corporate body. An individual secretary must ordinarily reside in Hong Kong; a corporate secretary must have its registered office or a place of business in Hong Kong. Changing the company secretary means filing the correct statutory form with the Companies Registry and updating the company’s internal records.

Hong Kong Company Secretary Change Form

The form you file depends on the nature of the change. The Companies Registry provides three distinct forms:

• Form ND2A - for appointing a new secretary or recording the cessation of an existing secretary
• Form ND2B - for changing the particulars of a current secretary (a change of address or name, for instance)
• Form ND4 - for a secretary’s resignation

File each form within 15 days of the event. Late filing attracts a higher fee and may result in prosecution. Download the forms from the Companies Registry website or submit them through the e-filing system.

Appoint New Company Secretary Hong Kong

File Form ND2A with the Companies Registry when you appoint a new company secretary. The form requires the new secretary’s full name, address, and identity or business registration number. For an individual secretary, state the Hong Kong identity card number. For a corporate secretary, provide the company registration number and registered office address.

The appointment takes effect on the date stated in the form. File within 15 days of that date. The board of directors resolves to appoint the secretary; record the resolution in the minutes.

Before filing, confirm that the proposed secretary meets the statutory requirements under section 475 of the Companies Ordinance. An individual secretary must be over 18 and ordinarily resident in Hong Kong. A corporate secretary must have a registered office in Hong Kong.

Resign Company Secretary Hong Kong Form ND4

A company secretary may resign by giving written notice to the company. The company must then file Form ND4 with the Companies Registry within 15 days of the resignation. The form records the date of resignation and the secretary’s details.

The resignation takes effect on the date specified in the notice. That date cannot be earlier than the date the notice is given. Appoint a replacement secretary before or immediately after the resignation: the company must have a secretary at all times. A company that fails to appoint a replacement may be in breach of the Companies Ordinance. Form ND4 is also used for the resignation of a director. The same filing deadline applies.

Change Secretary Particulars Hong Kong

File Form ND2B if the company secretary remains in office but their personal details change. Common changes include a change of residential or registered address, a change of name (after marriage, for example), or a change of identity document number.

Form ND2B requires the secretary’s current details and the new particulars. File the form within 15 days of the change. There is no fee for filing Form ND2B if it is submitted on time. Update the company’s own register of secretaries at the same time. The register is a statutory record kept at the company’s registered office or a prescribed location. It must contain the name, address, and other prescribed particulars of each secretary, past and present.

Company Secretary Requirement Under Cap. 622

Section 474 of the Companies Ordinance (Cap. 622) sets out the requirement to have a company secretary. A private company must have at least one secretary. A public company must have at least one secretary who is an individual, or a corporate secretary that is a body corporate with a place of business in Hong Kong.

The secretary may also be a director of the company. A sole director cannot also be the secretary. If the company has only one director, that person cannot hold the office of secretary. The secretary’s duties include maintaining statutory registers, filing annual returns (Form NAR1), and ensuring compliance with the Companies Ordinance. The secretary is often the point of contact between the company and the Companies Registry.

Individual Secretary and Corporate Secretary

A company may appoint either an individual or a corporate body as secretary. An individual secretary must be ordinarily resident in Hong Kong. No professional qualification is required, although many company secretaries are accountants, lawyers, or members of the Hong Kong Institute of Chartered Secretaries.

A corporate secretary is a professional firm that provides company secretarial services. The corporate secretary must have a registered office in Hong Kong. Using a corporate secretary is convenient: the firm handles filings and compliance on the company’s behalf. Change between an individual and a corporate secretary at any time. The same form (ND2A) is used for both.

Filing Deadline and E-Filing

All forms relating to a change of company secretary must be filed within 15 days of the event. Count the 15-day period from the date of appointment, cessation, change of particulars, or resignation.

Submit forms in paper form or through the Companies Registry’s e-filing system. E-filing is faster and the fee is lower. The system accepts scanned copies of signed forms and supporting documents. Late filing increases the fee. The Companies Registry may refuse to register the change if the form is submitted significantly after the deadline. Late filing is common. Avoid it.

Updating the Register of Secretaries

Maintain a register of secretaries. This is a separate statutory register from the register of directors and the register of members. The register must contain:

• The secretary’s name and address
• For an individual secretary, the Hong Kong identity card number or passport number
• For a corporate secretary, the company registration number and registered office address
• The date of appointment and, if applicable, the date of cessation

Update the register within 15 days of any change. Failure to maintain the register is an offence under the Companies Ordinance. Keep the register at the company’s registered office or at a prescribed location notified to the Companies Registry. It must be available for inspection by any member of the company without charge.

Practical Steps for Changing the Company Secretary

1. Obtain the secretary’s written consent to act. This is not a statutory requirement but is good practice.
2. Pass a board resolution appointing the new secretary and recording the cessation or resignation of the previous secretary.
3. Complete the relevant form: ND2A for appointment or cessation, ND2B for change of particulars, or ND4 for resignation.
4. File the form with the Companies Registry within 15 days.
5. Update the company’s register of secretaries.
6. Notify the Inland Revenue Department if the secretary’s correspondence address changes. The department may send notices to that address.

If the company uses a corporate secretary, the firm will handle these steps on the company’s behalf.