Who this is for
- Companies unhappy with their current secretary's service, unclear billing or responsiveness
- Companies whose secretarial provider has closed or will not renew
- Companies with overdue annual returns or incomplete records that need tidying up
- Companies that want secretary, registered office and annual compliance in one place
What's included / not included
Included
- Initial company search: CR records, any overdue NAR1, director and secretary details
- Customer due diligence (KYC)
- Board resolutions appointing HKESC and accepting the outgoing secretary's resignation
- Preparation and filing of ND2A (appointment and cessation)
- If the registered office is also moving: preparation and filing of NR1
- Help requesting statutory registers, minutes, company seal and share certificate stubs from the outgoing secretary
- Rebuilding or updating the registers of members and directors and the SCR
- First year of company secretary service (under the annual fee)
Not included
- Government fees (including late fees for overdue NAR1s)
- Any handover or document fees charged by the outgoing secretary
- Legal action if the outgoing secretary withholds records
- Bookkeeping, audit and tax filing (see Related services)
Government fees
| Item | HK$ | Notes | Source |
|---|---|---|---|
| ND2A notice of change of company secretary and director | See the CR's current fee schedule | Not listed in the CR's major fees schedule; any fee is as published by the CR from time to time — check with the CR if in doubt. File within 15 days after the appointment or cessation | cr.gov.hk, PAM 5 |
| NR1 notice of change of registered office | See the CR's current fee schedule | Same; file within 15 days of the change | Same |
| Overdue NAR1 (if any) | 870–3,480 each | Depends on how late; calculated on the filing date | cr.gov.hk |
Documents required
This is a general document checklist; confirm the applicable items and secure handover arrangements at consultation. Please do not send identity or accounting records through the website form; your consultant will arrange a secure handover.
- Certificate of Incorporation and Business Registration Certificate
- Latest NAR1 and articles of association
- ID and address proof for all directors, shareholders and significant controllers
- Corporate shareholders: incorporation documents and ownership structure
- Resignation letter from the outgoing secretary (if available)
- Any statutory records you hold
Process and timeline
Case timing is confirmed during consultation and depends on documents, authorities and third parties. No completion or approval time is guaranteed; statutory deadlines require separate checking.
| Step | What happens | Who | Typical time |
|---|---|---|---|
| 1 | Company search and health check, listing anything overdue | HKESC | Confirmed for the case at consultation |
| 2 | KYC and service agreement | You + HKESC | Confirmed for the case at consultation |
| 3 | Sign board resolutions, ND2A (and NR1) | You | Confirmed for the case at consultation |
| 4 | E-file with the Companies Registry | HKESC | Within 15 days of the change; for e-filed forms that pass automatic validation, the CR's 2026-27 pledge is registration within 6 hours |
| 5 | Request records from the outgoing secretary; update registers | HKESC + outgoing secretary | Depends on the outgoing secretary; the handover schedule must be confirmed with the outgoing secretary |
| 6 | Catch-up filings (if any) | HKESC | Case by case |
You do not need the outgoing secretary's consent to change secretary, but their cooperation is needed to hand over the records.
Ongoing obligations
- File NAR1 within 42 days after each anniversary (HK$105)
- Renew business registration
- Keep the SCR and a designated representative
- File changes of directors, secretary or address within 15 days
- If the registered office changes, also notify the IRD Business Registration Office in writing within 1 month
FAQ
Do we need the current secretary's permission?
No. The board can appoint a new secretary and end the existing appointment, then file ND2A within 15 days. Check your existing service agreement first, as it may include a notice period or fees.
What if the outgoing secretary won't hand over the records?
We will rebuild the registers from Companies Registry filings and the information you provide, and help you make a written request. Legal action would require a separate solicitor.
Can we switch if annual returns are several years overdue?
Yes, but we recommend catching up at the same time. Each late NAR1 costs HK$870–3,480 depending on how late it is, and the Registrar cannot waive these fees.
Will changing secretary affect our bank account?
Generally not the account itself, but the bank may ask you to update company details such as the secretary and address. Tell your bank after the change.
Do we have to move the registered office as well?
No, the two can be handled separately. If the address changes, file NR1 and notify the IRD.