A company may need to change its company secretary in Hong Kong for various reasons, including switching corporate service providers, restructuring internal compliance functions, or replacing an existing appointee. Regardless of the reason, the company must ensure the change is completed in accordance with the Companies Ordinance and the relevant filing requirements.
This guide covers:
- How to change a company secretary in Hong Kong
- Experienced corporate services provider in Hong Kong
Step-by-step to change a company secretary in Hong Kong
A Hong Kong company may change its company secretary at any time, provided that the incoming company secretary satisfies the eligibility requirements under the Companies Ordinance. The process generally involves four key steps: appointing a qualified replacement, approving and recording the change, notifying the Companies Registry, and completing the post-appointment record update and handover. The company must file the relevant notification within 15 days after the change takes effect.
Key Filing Requirements
- Filing Form: Form ND2A – Notice of Change of Company Secretary and Director (Appointment/Cessation)
- Filing Authority: Companies Registry
- Filing Deadline: Within 15 days after the change takes effect
- Statutory Requirement: The company must maintain a company secretary at all times.
To learn more about the role, responsibilities, and legal duties of a company secretary in Hong Kong, see our Complete Guide.
Step 1. Appoint a new company secretary
Before the outgoing company secretary ceases to hold office, the company must appoint a replacement who satisfies the statutory requirements. The company secretary may be:
- An individual who ordinarily resides in Hong Kong; or
- A body corporate with its registered office or a place of business in Hong Kong.
To ensure continuous compliance, companies generally align the appointment date of the incoming company secretary with the cessation date of the outgoing company secretary.
Step 2. Approve and record the change
The board of directors should formally approve:
- The appointment of the incoming company secretary;
- The cessation of the outgoing company secretary; and
- The effective date of the change.
The approval is typically documented through a board resolution, which serves as the company’s internal record of the appointment and cessation.
Step 3. File form ND2A with the Companies Registry
Once the change takes effect, the company must file Form ND2A with the Companies Registry. The filing must be submitted within 15 days and should report both the appointment of:
- The cessation of the outgoing company secretary; and
- The appointment of the incoming company secretary.
Step 4. Update statutory records and complete the handover
After the filing has been completed, the company should update its statutory and internal records. This includes the Register of Company Secretaries and related compliance records. The outgoing company secretary should transfer all relevant records and documents to the incoming company secretary, including:
- Statutory registers;
- Significant Controllers Register (SCR);
- Board resolutions and minute books;
- Share registers and share transfer records; and
- Historical filing and incorporation documents.
Experienced corporate services provider in Hong Kong
For many businesses, changing a company secretary is part of a broader review of their corporate compliance and administrative arrangements. In these situations, a professional corporate services provider can assist with company secretarial matters, statutory filings, registered office services, and ongoing compliance requirements.
MBiA ̣(MyBusiness in Asia) is a licensed corporate services provider in Hong Kong supporting local and overseas businesses across a wide range of industries. We have worked with numerous foreign founders and international businesses on company incorporation, company secretarial, accounting, tax, and compliance matters throughout their business lifecycle.
