How to File Form ND4 for the Resignation of a Director or Secretary in Hong Kong
File Form ND4 with the Hong Kong Companies Registry to record the resignation of a director or company secretary.
ND4 at a glance
- Official title
- Notice of Resignation of Company Secretary and Director
- Issued by
- Companies Registry
- e-Filing
- Available
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
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.
How to fill out Form ND4
Page one of the official form. Every field named below appears on it in the same order.
商業登記號碼 Business Registration Number
填寫稅務局商業登記證上首8位數字，不需填寫連字號之後的數字。如果公司是在2023年12月27日或之後成立，其公司註冊證明書上也會使用此號碼。
1 公司名稱 Company Name
填寫辭職人士所服務的公司全名，必須與公司註冊證書上的名稱完全一致。
2 公司秘書／董事的辭職 Resignation of Company Secretary／Director
A. 現時在公司註冊處登記的詳情
第7項 身分 Capacity：在適用的方格加剔。如果辭職者是「候補董事」(Alternate Director)，必須在「代替」(Alternate to)一欄填寫被代替行事的董事姓名或名稱。
第8項 公司秘書／董事的詳情 (自然人)：姓名必須與香港身份證或護照上的姓名一致。中文姓名用繁體字，英文姓名依順序填寫姓氏(Surname)及其他名字(Other Names)。
第9項 身分識別 Identification：填寫「部分號碼」而非完整號碼。規則如下： - 香港身份證：填寫所有英文字母及首三個數字（例如完整號碼A123456(7)，部分號碼填A123）。 - 護照：若字元總數為雙數，填前半部分；若為單數，填首個字元至正中間字元。 - 如果該資料從未在公司註冊處登記，請填「無」。切勿填寫完整號碼，因資料會供公眾查閱。
第10項 公司秘書／董事的詳情 (法人團體)：如果辭職者是聯名公司秘書（即某商號的所有合夥人），在此欄填寫商號名稱。
B. 辭職詳情
第11項 辭職日期 Date of Resignation：以日、月、年格式填寫。
第11項 董事或候補董事辭職後是否仍擔任其他董事職位：只適用於董事或候補董事辭職。公司秘書辭職不需填寫此項。若辭職後仍留任其他董事（包括候補董事），剔「是」；否則剔「否」。
12 辭職通知 Notice of Resignation
從三個選項中剔選一個，描述辭職通知的發出情況： 1. 已按照章程細則或協議規定發出通知。 2. 未按規定發出通知，但已將通知的印本、電子版送交公司，或留在公司註冊辦事處。 3. 按規定不需發出通知。
注意：如果章程細則或協議要求發出通知，而辭職者未按第464或477條發出通知，辭職無效。
5 簽署 Signed
簽署人：必須由辭職的公司秘書或董事本人簽署。公司註冊處不接納未簽妥的表格。簽署後在下方填寫姓名及日期，並刪去不適用的「公司秘書」或「董事」字樣。
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