Change of Company Secretary in Hong Kong: The Complete Guide

In Hong Kong, every business must have a company secretary by law.

This person is important for making sure the company follows all the rules and regulations. The company secretary keeps important records, files necessary papers with the Companies Registry, and organizes board meetings.

If there is a change in the company secretary, such as a resignation, a new appointment, or a change in service provider, a proper process must be followed. This ensures a smooth transition, keeps company records correct, and avoids penalties for not following the law.

Read further to learn how to change your company secretary in Hong Kong!

Reasons for Changing a Company Secretary

There are several common reasons why a Hong Kong company might need to change its company secretary. Below are examples.

Resignation of the Current Secretary

The current company secretary may resign for personal reasons such as retirement, career change, moving to a new location, or health issues.

Appointment of a New Service Provider

Many companies use professional firms for corporate secretarial services.

A company might switch to a different provider for reasons like lower costs, better expertise in a specific area of corporate governance, or the need for more services, such as help with international expansion or handling complex regulations.

Change in Company Structure or Needs

As a company grows or changes structure through mergers, acquisitions, or entering new markets, its corporate governance needs might change.

The company may need a secretary with more specialized skills or experience to manage increased complexity, new regulatory requirements, or stricter governance standards.

Selecting a New Corporate Secretary

Your company needs to have a company secretary to be incorporated in Hong Kong.

Changing your company secretary doesn't absolve your company of these requirements.

So, be sure you know who you want next to be your company secretary.

Depending on your company's internal procedures, this might involve discussions and approvals at board and committee meetings.

Choosing the right company secretary is important for your Hong Kong business's smooth running and legal compliance. Below is how to perform a proper due diligence process:

• The secretary should be well-versed in the Companies Ordinance and related rules and able to advise on legal matters related to meetings, filings, board support, and record-keeping.
• It's a plus if the secretary has a strong understanding of fiduciary duties and acts in the company's best interests at all times.
• Ideally, your new company secretary should be a professional company holding a TCSPA License such as Air Corporate, a member of the Hong Kong Institute of Chartered Secretaries (HKICS), or possess a relevant legal or accounting qualification (e.g., solicitor, CPA).
• From the selection of company secretaries, look for experience in maintaining good corporate governance, including running board meetings, communicating with shareholders, and meeting disclosure requirements.
• If your company is in a specific industry with complex rules, having a secretary with relevant industry experience can be helpful.
• A secretary’s knowledge of industry-specific regulations can help your company navigate compliance challenges more effectively.

In-House vs. Outsourced Secretary

• In-House Secretary: This involves appointing an employee to handle the secretary's duties.
  It can be suitable for smaller or private companies with simple needs but requires the employee to have the right qualifications and stay updated on legal changes.
• Outsourced Secretary: Many companies outsource their secretarial services to specialized firms. Such firms hold a TCSP License (Trust and Company Secretary Provider) issued by the Companies Registry of Hong Kong. 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

The Formal Notice to Current Secretary (ND2A Form)

The ND2A Form in Hong Kong is used to notify the Companies Registry about a company secretary change. 

While it officially records the change with the government, it does not serve as a resignation letter to the current secretary. Inform the outgoing secretary properly and discuss any handover procedures.

Also, the ND2A Form informs the Hong Kong Companies Registry about the change in your company’s secretary. 

It is used for the resignation of the current company secretary and the appointment of a new company secretary, both actions being reported on the same form. 

Optionally, it can specify if the outgoing secretary will stay on as an alternate director, allowing them to remain involved in a limited role.

A director of the company submits the form on behalf of the company. The form requires information such as:

• Company name and number as shown on your Certificate of Incorporation,
• Details of the current and new secretary, including full name, Hong Kong ID number or passport number if not a resident, and residential address,
• Date of change, indicating when the current secretary stops and the new one starts,
• The date of the board meeting approving the change, and 
• The director’s signature.

The form must be submitted within 15 days of the appointment or cessation of the company secretary. There are penalties for late filing.

Board Resolution Appointing New Secretary

In Hong Kong, a Board Resolution Appointing New Secretary is a formal document used by a company's board of directors to record the appointment of a new company secretary officially.

What is the Content of the Resolution?

The resolution clearly states that the board of directors has chosen someone to be the new company secretary and may specify when the new secretary starts their role.

It might also outline any specific duties or powers given to the new secretary and can revoke any remaining authority held by the previous secretary.

Who Needs to Sign It?

As defined by the company's rules (Articles of Association), a minimum number of directors must sign the resolution.

This usually includes the chairman of the board or another person authorized to sign such documents on the company's behalf.

Further, the resolution is a legal record that confirms the appointment of the new company secretary and becomes part of the company's official documentation.

Updating Company Records

In Hong Kong, changing the company secretary and updating company records involves two main steps:

First, as previously discussed, the board of directors needs to formally appoint the new secretary through a Board Resolution Appointing New Secretary. This resolution becomes part of the company's official records.

After being appointed, your company secretary will need to review and maintain several important internal documents:

Share Register

This document lists who owns shares in the company and how many shares each person holds. It is also known as the Register of Members. The new secretary must update this register to reflect any changes in ownership.

Director Register

This document lists the company's directors and their contact information. If the corporation's board changes, the new secretary must update it.

Minute Books

These books record the proceedings of all board of directors' meetings and shareholders' meetings. The new secretary will be responsible for keeping these records up to date.

Updating company records involves ensuring all the internal documents maintained by the company secretary reflect the change in personnel and accurately represent the company's current state.

Filing with the Companies Registry

When changing your company secretary in Hong Kong, it is recommended that you file the ND2A form electronically with the Companies Registry.

This method is faster and more convenient than using paper. 

However, the new secretary must be registered on the e-Services Portal to sign the forms electronically. 

Paper filing is only necessary if the new secretary cannot sign electronically.

Simplify Your Change of Company Secretary with Air Corporate

Most companies are looking for a better experience with their corporate governance, including making a more digital one.

Change your company secretary with Air Corporate and start your digital corporate governance in style.

Need help with company registration? We’ve got you covered as well. Let us handle all the complexities, leaving you free to focus on running your business.