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In order to change a company’s secretarial obligations, there are several conditions that have to be met:
- a new company secretary must be at least 18 years old (If the company secretary is not a business entity)
- all applications for a Certificate of Incorporation have to be submitted before the date when said business entity would be considered in default under section 183 of the Companies Ordinance (Cap. 622) and
- if required by the Registrar of Companies, an affidavit from the person applying to be named as the company’s secretary attesting that he/she meets all statutory requirements for being a company secretary.
There is also a change of address requirement which you need to change with both Companies Registry and Inland Revenue
Setting up a company is not something that you can do on the spur of the moment – change in circumstances or not, when you change your company secretary, it will be necessary to change other parts of your business registration at the same time in order to maintain continuity.
For both large and small companies this is an important process; even if the person wishing to change the name of their company’s secretary follows all of these steps perfectly, they may still find themselves in trouble with authorities like Companies Registry and Inland Revenue Authority.
When changing your company secretary, follow these steps carefully:
1) Change Name Details
This is optional, but if you intend to also change the name of your company, changing the company name is very first step when changing a company secretary.
In order to change a company’s name, there are several conditions that have to be met:
- The change of name must not result in unfair advantage or cause detriment to other parties
- All applications for change of name have to be submitted before the date when said business entity would be considered in default under section 183 of the Companies Ordinance (Cap. 622).
In addition, a change of name can only be done when an application for a change of corporate secretary has also been submitted simultaneously or before the change of name.
If you change your corporate secretaries, then change your company’s name as simultaneously as possible to remove any bureaucratic headaches.
2) Select a New Company 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.
3) Update Change of Address
Update your change of address with the Registrar of Companies.
This can be done by sending in form COA2 or using an online application on their website.
The email address for them is [email protected] if after you send in form COA2 you still have no update showing up, then email them your company name, your old address, and your new address.
Also, when you are doing this step, remember to also change the address on file with The Inland Revenue Department (IRD) because they use the same services as the Registrar of Companies.
4) Amend the Articles of Association
The Board must always ensure that the Memorandum and Articles of Association are consistent with all current legislation.
If there is a change in legislation or any part becomes obsolete, then it is discussed by the Board and approved in order to amend the Memorandum and Articles of Association.
At this point, a new Articles of Association and Company Memorandum can be delivered for future corporate governance with the new company secretary.
5) File for a New Certificate of Incorporation
When you are setting up your corporation, there are many steps that need to be followed in order for the business entity to be legitimate.
Start by filing a certificate of incorporation with your Secretary of State or another corporate filing office.
This is generally accomplished with the help of an attorney who will also organize the subsidiary records, including, if necessary, a shareholders meeting to approve the issuance of shares.
Once these records are complete and filed with your Secretary of State or another office, all paperwork will be transmitted to you for your records.
The next step would be to file any necessary change name papers in foreign countries where you intend on doing business.
This is usually straightforward but does require a little more work on your part as you are essentially repeating step 1 but in foreign jurisdictions.
6) Update Your Bank Details
The Registrar of Companies and the Inland Revenue Department have a duty to ensure that all corporations file their returns on time.
For corporations that do not file their returns for a consecutive period of two years, the corporations will be struck off from the Registry of companies by operation of law after 28 days from the date of issue of notice by the Registrar.
In other words, a company will be dissolved.
So, once you’ve changed your company secretary, don’t forget to update your bank details.
Most companies are looking for a better experience with their corporate governance, including making a more digital one.
Change your company secretary to Air Corporate and start your digital corporate governance in style.
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