Changing Your Hong Kong Company Secretary: Steps, Documents and the 15-Day Deadline
How to switch your Hong Kong company secretary: who can act, Form ND2A within 15 days, the records to collect from the old secretary, and what to do if you also move the registered office.
Short answer: After appointing the new secretary and the old one ceasing to act, the company files Form ND2A with the Companies Registry within 15 days. 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. The slow part is usually collecting the statutory registers, minutes and seal from the old secretary.
Who can be company secretary
According to the Companies Registry:
- A private company must have at least one company secretary;
- An individual must ordinarily reside in Hong Kong; a body corporate must have its registered office or a place of business in Hong Kong;
- A sole director cannot also be the company secretary;
- A private company with one director cannot appoint a body corporate whose sole director is that same person.
The process
| Step | What happens | Deadline |
|---|---|---|
| 1 | New secretary searches the company record: annual returns, directors, shareholders | — |
| 2 | Customer due diligence (KYC) | — |
| 3 | Board resolution appointing the new secretary and accepting the resignation | — |
| 4 | File Form ND2A (appointment and cessation) | Within 15 days |
| 5 | If the registered office also moves, file Form NR1 | Within 15 days |
| 6 | Hand over and update the statutory records | As soon as possible |
If the company has filed ND2A reporting the resignation, the outgoing secretary normally does not need to file ND4.
What to collect from the old secretary
- Registers of members, directors and secretaries;
- Significant controllers register;
- Board and shareholder minutes and written resolutions;
- Share certificate counterfoils and company seal (if any);
- The latest annual return and articles of association.
How we can help
Our secretary transfer service covers the company search, board resolution, ND2A/NR1, handover and rebuilding registers; after that, company secretary service starts from HK$2,380 a year.
Sources
- Companies Registry: FAQs on directors and company secretary https://www.cr.gov.hk/en/faq/local-company/directors-secretary.htm
General information only, not legal or tax advice.