In Hong Kong, every company must have a company secretary under the Companies Ordinance.
The secretary safeguards statutory compliance, maintains registers and records, and supports the board.
When you change secretary — after a resignation, a provider switch, or a governance refresh — you must follow the required filings to avoid penalties and keep the public record accurate.
Reasons for Changing a Company Secretary
There are several common reasons why a Hong Kong company might need to change its company secretary.
1. Resignation of the Current Company Secretary
A company secretary may resign due to retirement, relocation, career changes, or health reasons. When this happens, the company must appoint a new secretary and file Form ND2A with the Companies Registry within 15 days to stay compliant with Hong Kong’s Companies Ordinance (Cap. 622).
2. Switching to a New Corporate Service Provider
Many Hong Kong companies use licensed TCSP firms for secretarial services.
Businesses may change providers to access better support, improved compliance guidance, broader service scope, or more competitive pricing.
Choosing a provider with a valid TCSP licence and strong experience ensures continued compliance.
3. Changes in Company Structure or Compliance Needs
As a company grows, restructures, or enters new markets, its compliance and reporting obligations often become more complex.
Appointing a secretary with the right technical expertise helps the company meet evolving requirements and maintain proper filings with the Companies Registry.
Who Can Be a Company Secretary in Hong Kong
A company secretary in Hong Kong can be either an individual or a body corporate, but specific rules apply.
An individual secretary must be a natural person who ordinarily resides in Hong Kong, while a corporate secretary must have a registered office or place of business in Hong Kong and, if offering services to the public, must hold a valid TCSP licence.
Hong Kong law also applies the single-director rule, meaning a sole director of a private company cannot act as the company secretary.
When appointing a service provider, businesses should verify the firm’s TCSP licence status and ensure the service scope aligns with their compliance needs.
In-House vs. Outsourced Secretary
In-House Company Secretary
An employee can serve as the company secretary if they have the skills to handle statutory filings, maintain company registers, prepare meeting documents, and track legal changes under the Companies Ordinance (Cap. 622).
If the secretary is an individual, they must ordinarily reside in Hong Kong. This option works when the company has stable operations and internal compliance capability.
Outsourced Company Secretary (TCSP-Licensed)
Many companies appoint a TCSP-licensed corporate services provider to manage statutory duties.
A licensed firm handles filings, register maintenance, meeting support, deadlines, reminders, and compliance checks under a services agreement. This provides access to experienced professionals, reduces compliance risk, and avoids the need to train internal staff.
For example, Air Corporate holds TCSP License number 8778.
This option provides access to experienced corporate secretaries, ensures expertise in best practices for corporate governance, and allows internal staff to focus on core business activities.
Step-by-Step Guide to Changing the Company Secretary
1) Approve the Change
Prepare and pass a board resolution appointing the new company secretary and confirming the effective date.
Keep the signed resolution and minutes with the company’s statutory records.
2) Arrange the Handover
Notify the outgoing secretary, collect all statutory records and company documents, confirm any outstanding filings, and align on the agreed effective date.
Ensure the outgoing secretary provides a full handover of registers, minutes, and access credentials (if any).
3) File With the Companies Registry
What to File
- Submit Form ND2A to report both the cessation of the outgoing company secretary and the appointment of the new secretary.
- Use Form ND2B only if you are reporting a change in particulars (for example, an address change).
Who Signs
- A director or the company secretary.
- Digital signatures are accepted for e-filing.
Where / How to File
- Submit via the e-Services Portal of the Companies Registry (recommended).
- Paper filing may be done in person or by post.
Deadline
- You must file within 15 days of the appointment or cessation to avoid penalties.
Information Required
Company number, names, Hong Kong addresses, and identification details of the secretary.
Full ID numbers are lodged on protected sheets (PI-ND2A) and do not appear on the public record.
4) Update Internal Records
Update the register of company secretaries, minute book, signing authorities, and internal compliance calendars.
If directors also changed, update the register of directors and report that change on the ND2A.
Do not update the register of members unless there has been a share transfer or allotment.
Hong Kong Company Filing Requirements
| Item (Hong Kong) | What to use / do | Deadline |
|---|---|---|
| Appoint or cease company secretary / director | Form ND2A (Notice of Change of Company Secretary and Director — Appointment/Cessation) | 15 days |
| Change in particulars (secretary/director) | Form ND2B (Notice of Change in Particulars) | 15 days |
| File online | Submit via e-Services Portal (e-filing) | — |
| Eligibility to act as company secretary | Companies Ordinance rules and sole-director restriction | On appointment |
| Late filing | Penalties up to HKD 50,000 and daily default fines | On default |
ND2A may be signed by a director or the company secretary and lodged via the e-Services Portal.
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FAQs
Yes, many parts of the process can be done online using the Companies Registry e-Services Portal. Companies often appoint or change secretaries remotely, as long as they have the board’s approval, the secretary’s consent, and the right ID documents.
Usually, no. The finance team or outside accountants handle tax filings. The company secretary helps by keeping track of important deadlines, maintaining company records, and working with auditors and tax advisors if needed. Some firms offer packages that include accounting, payroll, and tax help, but these services are not part of the secretary’s primary job.
Yes, a company secretary can also own shares in the company, as long as they meet any rules about where they live or if they are a corporate secretary.
No. Only someone who lives in Hong Kong or a company with a registered office and a TCSP License in Hong Kong can be a company secretary. Foreign companies without a local office cannot be appointed as a secretary.
