How to File Form ND4 for the Resignation of a Director or Secretary in Hong Kong

Form ND4 Hong Kong: Notice of Resignation of Company Secretary and Director

Form ND4 Hong Kong is the specified form under the Companies Ordinance (Cap. 622) used to notify the Companies Registry that a director or company secretary has resigned from their position. This form is distinct from ND2A, which reports the appointment or cessation of a director or secretary, and ND2B, which reports changes to their particulars. The ND4 is filed by the company, not by the resigning individual, and must be submitted within 15 days of the resignation taking effect.

Purpose of Form ND4

The Companies Ordinance requires every Hong Kong company to maintain accurate statutory registers of its directors and company secretaries. When a director or company secretary resigns, the company must update the public record by filing Form ND4. The form records the resignation and the effective date on which it occurred. This ensures that the Companies Registry's records reflect the current officers of the company, which is important for third parties who rely on the register, such as banks, creditors and business counterparties.

Form ND4 covers resignations of both directors and company secretaries. If a person holds both positions and resigns from both, a single ND4 can cover the resignation from each role. If the person resigns from only one role, the form should specify which position is affected.

Hong Kong Director Resignation Form Requirements

The form requires the following information:

• The company's name and company number
• The full name of the resigning director or company secretary
• The position from which the person is resigning (director, company secretary, or both)
• The effective date of resignation
• The signature of the resigning person, or a copy of the resignation letter

The Companies Registry requires evidence that the resignation has actually occurred. This is why the form must be signed by the resigning person, or alternatively, the company must attach a certified true copy of the resignation letter. The resignation letter should clearly state the person's intention to resign and the effective date.

Resign Company Secretary Hong Kong ND4 Filing Procedure

To file Form ND4, the company must complete the form in English or Chinese, or both. The form is available from the Companies Registry's specified forms index at cr.gov.hk/en/forms/specified.htm. The company can file the form through the e-Services portal at eregistry.gov.hk, or by paper submission to the Companies Registry.

When filing electronically through the e-Services portal, the company can upload a scanned copy of the signed form and any supporting documents. The system will calculate the registration fee and process the filing. Paper filings must be delivered to the Companies Registry's office at Queensway Government Offices, 66 Queensway, Hong Kong.

ND4 Filing Deadline

The company must file Form ND4 within 15 days after the resignation takes effect. This deadline is set by section 662 of the Companies Ordinance. The effective date is the date on which the resignation occurs, which is usually the date stated in the resignation letter or the date on which the company receives the resignation notice.

If the company fails to file within the 15-day period, it commits an offence and may be liable to a fine. The company and every responsible officer (typically the directors) can be prosecuted for the failure. The Companies Registry does not impose a late filing fee for ND4 in the same way it does for NAR1, but the legal consequences of non-compliance remain.

Supporting Documents for Form ND4

The primary supporting document is either:

• The original Form ND4 signed by the resigning person, or
• A copy of the resignation letter, certified as a true copy by a director or the company secretary of the company

If the resigning person has already left the company and cannot sign the form, the company must attach a certified true copy of the resignation letter. The certification must be made by a director or the company secretary of the company, stating that the copy is a true copy of the original resignation letter.

The company should also ensure that its internal statutory registers are updated to reflect the resignation. The Companies Registry record is separate from the company's own registers, but both must be consistent.

Registration Fee for Form ND4

The registration fee for filing Form ND4 is HK$15. This fee applies whether the form is filed electronically or by paper. The fee is payable at the time of filing. If the company files through the e-Services portal, the fee is paid by credit card or other electronic means. For paper filings, the fee is paid by cheque or cash at the Companies Registry counter.

Effect of Filing Form ND4 on Statutory Registers

Once the Companies Registry processes Form ND4, it updates the public record to show that the person has resigned. The company must also update its own statutory registers of directors and company secretaries. The resignation takes effect on the date stated in the form, regardless of when the form is filed, provided the resignation is valid under the company's articles of association and the Companies Ordinance.

If the resignation leaves the company without any directors or without a company secretary, the company must appoint replacements promptly. A private company must have at least one director who is a natural person, and at least one company secretary. If the resignation creates a vacancy, the remaining directors must fill it within a reasonable time.

Difference Between ND4 and ND2A

Form ND2A is used when a director or company secretary is appointed or ceases to hold office for reasons other than resignation, such as removal by the board or expiry of a fixed term. Form ND4 is specifically for resignation. If a person is removed from office, the company should use ND2A, not ND4. If the person resigns, the company should use ND4.

The distinction matters because the Companies Registry expects the correct form for each type of change. Filing the wrong form may result in the filing being rejected, and the company will need to resubmit the correct form within the 15-day deadline.

Practical Considerations for Filing ND4

The company should obtain the resigning person's signature on Form ND4 before the person leaves. If the person has already left and cannot be contacted, the company must rely on a certified true copy of the resignation letter. The company should keep the original resignation letter in its records.

The company should also check its articles of association for any specific requirements about resignations. Some articles require a director to give a minimum notice period, or require the resignation to be accepted by the board. The effective date of resignation should comply with these requirements.

If the resigning person is also a shareholder or holds other positions in the company, the resignation does not affect those other positions unless the person also resigns from them separately.