How to replace company secretary or auditor in Hong Kong

Replace Company Secretary or Auditor in Hong Kong: Forms and Procedure

Every Hong Kong company must maintain a company secretary and an auditor at all times. This is a requirement of the Companies Ordinance (Cap. 622). When either resigns or is replaced, the company must follow a statutory procedure and file prescribed forms with the Companies Registry. Missing a step or a deadline carries penalties.

Change Company Secretary Hong Kong Forms

A change of company secretary can be a resignation followed by a new appointment, or a direct replacement. File Form ND2A (Notice of Change of Company Secretary) within 15 days of the change. A director, the new secretary or an authorised person must sign it.

If the change also involves a new address for the secretary, or altered particulars such as a name or identity document number, capture those on the same form. Where the secretary is a firm or corporate body, the form requires the firm’s name and address and, if applicable, the name of the individual performing the secretary’s functions.

The filing fee depends on delivery method. The Companies Registry charges HK$15 for online filing and HK$30 for paper.

A company with no secretary, even temporarily, breaches section 474 of Cap. 622. Arrange the replacement before the incumbent resigns, or immediately upon resignation.

Hong Kong Auditor Resignation Procedure

An auditor resigns by giving written notice to the company under section 405 of Cap. 622. The notice must be deposited at the company’s registered office. Resignation takes effect on the date specified in the notice, or on the date of deposit if no date is stated.

Upon receiving the resignation notice, the directors must call a general meeting to appoint a replacement. If the board fails to appoint within a reasonable time, any member may apply to the court for an order.

The resigning auditor may also deposit a statement of circumstances with the company, explaining the reasons for resignation. The company must then send copies of that statement to every person entitled to receive copies of the accounts.

Notify the Companies Registry of the auditor’s ceasing to hold office by filing Form ND4 (Notice of Resignation of Auditor). File within 15 days of the resignation taking effect. The fee mirrors Form ND2A: HK$15 online, HK$30 by paper.

A company must not be without an auditor for more than 21 days. A vacancy the directors do not fill puts the company in breach of section 405(1) of Cap. 622.

Hong Kong Company Secretary Replacement Process

The replacement process follows a clear sequence.

First, the board passes a resolution to remove the existing secretary and appoint a new one. A board resolution is sufficient for a private company, unless the articles of association require a member resolution. Record the effective date of the change.

Second, the outgoing secretary provides written resignation. It is effective from the date stated in the letter.

Third, file Form ND2A with the Companies Registry within 15 days of the change. If the new secretary is also a director, the form must identify that.

Fourth, update internal records. The register of directors and secretaries must reflect the change. Update the registered office address if it has changed as part of the appointment.

Fifth, if the secretary is a firm holding a Trust or Company Service Provider (TCSP) licence under Cap. 615, verify the licence is current before engaging.

Use Form ND2B (Notice of Change of Particulars of Company Secretary) for a change of address or other particulars of the secretary already in office, without a change of person. The same 15-day filing rule applies.

Board Resolution and Notice Requirements

Document the board resolution to replace a company secretary or auditor properly. State the name of the outgoing person or firm, the effective date of cessation, and the name and address of the replacement. Keep a copy at the registered office.

For an auditor replacement, pass the board resolution at a board meeting or by written resolution if the articles permit. The company must then call a general meeting if required by the articles. Many private companies with a single member or small board can appoint a new auditor by a written resolution signed by all members.

Give notice to the Companies Registry within 15 days of any change of secretary or auditor. Submit through the e-filing system or by paper. The e-filing system accepts Form ND2A, ND2B and ND4 electronically.

Late filing exposes the company to a penalty not exceeding HK$5,000 and a daily fine of HK$50 for each day the default continues. Directors may also be personally liable.

Maintaining Continuous Compliance

A Hong Kong company must never be without a company secretary or an auditor. The company secretary must be an individual ordinarily resident in Hong Kong, or a body corporate with its registered office in Hong Kong. The auditor must be a practising certified public accountant registered with the HKICPA and holding a practising certificate.

If a vacancy arises, act immediately. The Companies Registry does not accept that a company is “between secretaries” or “between auditors” as a valid reason for non-compliance. A gap of more than 15 days in filing the change notice can trigger a prosecution.

Many companies appoint a corporate secretary service provider and a standing auditor, and only change them when necessary. A director or designated representative should manage the replacement process.

Summary of Forms

The forms and guidance notes are available from the Companies Registry website at cr.gov.hk. Ensure all signatures are made in accordance with the company’s articles and that the forms are correctly completed before submission.

If the company intends to change both service providers simultaneously, each change requires a separate form and a separate fee. The board resolution should address each appointment individually.

A company with any doubt about the process should consult a qualified company secretary, solicitor or a TCSP licensed under Cap. 615. The Companies Registry provides a telephone enquiry service and published guidance on its website.