Changing Your Company Secretary in Hong Kong: Forms ND2A, ND2B and ND4 Process

Changing Your Company Secretary in Hong Kong: Forms and Process

Replacing a Hong Kong company’s secretary is governed by the Companies Ordinance (Cap. 622). Three forms cover every scenario. Form ND2A handles appointment or cessation. Form ND2B covers a change of particulars. Form ND4 documents a resignation. Each form carries a different deadline, signatory requirement and fee.

Form ND2A: Appointment or Cessation of Company Secretary

Form ND2A notifies the Companies Registry of a new appointment or the cessation of an existing secretary. File it within 15 days of the effective date.

When to Use Form ND2A

Two scenarios require Form ND2A:

• Appointment of a new secretary: whether replacing an outgoing secretary or filling a vacancy.
• Cessation of a secretary: whether by resignation, removal or expiry of term.

The form captures the full name, address and identification details of the secretary being appointed or ceasing. For an individual, that means a Hong Kong identity card number or passport number. For a body corporate acting as secretary, supply the company registration number and registered office address.

Who Signs Form ND2A

The form must be signed by a director of the company or by the secretary, provided the change does not involve that person. Where the company has only one director who is also the sole secretary, and that person is ceasing as secretary, a director must sign. The Companies Registry rejects unsigned or improperly signed forms.

Filing Fee and Late Filing Penalty

The standard filing fee for Form ND2A is HK$15. File late and a penalty applies on top of that fee. The amount depends on how late the filing is:

• Overdue by up to 3 months: HK$600
• Overdue by more than 3 months but not more than 6 months: HK$1,200
• Overdue by more than 6 months: HK$2,400

Hong Kong Change Company Secretary Form ND2A: Filing Process

Submit the completed Form ND2A to the Companies Registry in person, by post or through the eCR electronic filing system. Pay by cash, cheque, bank draft or electronic payment. For postal filings, include a cheque payable to “Companies Registry”. Electronic filings settle payment through the eCR platform.

Appoint New Company Secretary Hong Kong: Eligibility Requirements

Before filing, confirm the proposed secretary meets the statutory requirements under Cap. 622. The 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 sole director cannot also be the sole company secretary. If the company has only one director, appoint a different individual or a body corporate.

Enter the new secretary into the company’s register of company secretaries. This is one of five statutory registers every Hong Kong company must maintain, alongside the register of members, register of directors, register of charges and the Significant Controllers Register.

Resignation of Company Secretary Hong Kong Form ND4

A resigning secretary documents the resignation on Form ND4. The secretary, not the company, completes and signs it, then delivers it to the company’s registered office.

Form ND4 Requirements

Form ND4 must include the company name and registration number, the secretary’s full name and address, the effective date of resignation and the secretary’s signature. The company then has 15 days to file the form with the Companies Registry, together with Form ND2A noting the cessation.

Practical Tip for Resigning Secretaries

If the company fails to file Form ND4 within 15 days, the resigning secretary may file it directly with the Companies Registry. Keep a copy of the delivered form as proof of compliance.

Change of Particulars Company Secretary Hong Kong ND2B

Not every change needs a new appointment. When an existing secretary changes their name, address or other registered particulars, file Form ND2B.

When to Use Form ND2B

Use Form ND2B for a change of name, including marriage or legal name change. Use it for a change of residential or business address. Use it for a change of identification document details. File within 15 days of the change. The filing fee is HK$15, with the same late-filing penalty structure as Form ND2A.

Who Signs Form ND2B

A director or the secretary signs Form ND2B. The secretary’s own signature is not required if the change relates to their particulars, but the company must ensure the information is accurate.

Updating the Register of Company Secretaries

Alongside the statutory forms, update the internal register of company secretaries. It must contain the secretary’s full name and address, the date of appointment, the date of cessation if applicable, and any changes to particulars. Keep the register at the company’s registered office or another prescribed place in Hong Kong. If kept elsewhere, file Form NR2 to notify the Companies Registry of the location.

Effective Date of Change

The effective date is the date the appointment, cessation or change of particulars takes effect. State it on the relevant form. The Companies Registry records the change as of that date, not the filing date.

Practical Checklist for Changing Company Secretary

Before filing any form, verify the following:

1. The new secretary meets the eligibility requirements under Cap. 622
2. The company does not have a sole director who is also the sole secretary
3. The register of company secretaries is updated with the new details
4. The correct form, ND2A, ND2B or ND4, is used for the specific change
5. The form is signed by the authorised person
6. The filing fee is paid
7. The form is filed within 15 days of the effective date

Where to Submit Forms

Submit all forms to the Companies Registry at:

Companies Registry Queensway Government Offices 66 Queensway Hong Kong

File electronically through the eCR system at the Companies Registry website.

Late Filing Consequences

Missing the 15-day deadline triggers late filing penalties. The company may also face prosecution for non-compliance under Cap. 622. The Registrar of Companies may impose additional penalties for repeated or deliberate non-compliance.

Summary of Forms for Changing Company Secretary

Each form serves a distinct purpose in the process of changing company secretary hong kong forms. Use the correct form and file on time to keep the company compliant with the Companies Ordinance (Cap. 622) and avoid unnecessary penalties.