Requirements when Changing a Company Secretary in Hong Kong

In Hong Kong, every incorporated company is required by law to appoint a company secretary. The company secretary plays a vital role in ensuring compliance with statutory obligations, maintaining corporate records, and acting as a bridge between the company and the Companies Registry. However, circumstances may arise where a business needs to change its company secretary—whether due to resignation, a shift in business strategy, or the desire to engage a more experienced professional service provider.

This article explains the key steps and compliance requirements when changing a company secretary in Hong Kong.

Legal Requirement for a Company Secretary in Hong Kong

Under the Hong Kong Companies Ordinance (Cap. 622), all Hong Kong-incorporated companies must appoint a company secretary:

• For a private limited company, the company secretary must be a Hong Kong resident individual or a corporate service provider registered in Hong Kong.

• For a public company, the secretary must meet more stringent qualifications, including membership in a recognized professional body.

Failure to maintain a company secretary may result in penalties and non-compliance with Hong Kong law.

Common Reasons for Changing a Company Secretary

Companies may decide to appoint a new secretary for several reasons:

• Resignation of the existing secretary.

• Dissatisfaction with the quality of services provided.

• Desire to engage a professional firm for better compliance support.

• Strategic changes in the company’s operations or structure.

Steps to Change a Company Secretary in Hong Kong

Changing a company secretary is a relatively straightforward process but must follow proper legal procedures:

1. Board Resolution

The directors must pass a board resolution to approve the resignation or removal of the current company secretary and the appointment of a new one.

2. Obtain Consent from the Incoming Secretary

The new company secretary must provide written consent to act in the role.

3. Prepare and File Form ND2A

The company must file Form ND2A (Notice of Change of Company Secretary and Director) with the Companies Registry. This form must be submitted within 15 days of the change.

4. Update Company Records

The company’s internal records, including the Register of Secretaries, must be updated to reflect the change.

5. Inform Relevant Parties

If necessary, the company should also notify banks, business partners, or other stakeholders of the change to avoid administrative issues.

Compliance Considerations

• Failure to notify the Companies Registry within the 15-day deadline may lead to financial penalties.

• Companies should ensure that the new company secretary meets statutory eligibility requirements.

• Proper handover of statutory records and documents is critical to ensure smooth continuity.

How Woodburn Can Support

At Woodburn Accountants & Advisors, we provide expert guidance on corporate governance and statutory compliance in Hong Kong. Whether you are looking to change your company secretary, streamline your corporate administration, or ensure ongoing compliance with the Companies Ordinance, our team offers practical solutions tailored to your business.

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Woodburn Accountants & Advisors is one of China and Hong Kong’s most trusted business setup advisory firms.

Woodburn Accountants & Advisors is specialized in inbound investment to China and Hong Kong. We focus on eliminating the complexities of corporate services and compliance administration. We help clients with services ranging from trademark registration and company incorporation to the full outsourcing solution for accounting, tax, and human resource services. Our advisory services can be tailor-made based on the companies’ objectives, goals and needs which vary depending on the stage they are at on their journey.

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