Under the Companies Ordinance, every Hong Kong company must have a company secretary. If you are switching providers or replacing your current company secretary, the key is to appoint a qualified replacement without leaving a gap and file the required notice within the statutory deadline.
Companies that incorporate through a licensed TCSP provider typically have these compliance requirements structured correctly from day one.
You can change a company secretary at any time, but the change must be reported to the Registrar of Companies at the Companies Registry in the specified form within 15 days.
For a private company, the sole director cannot also be the company secretary, and the company must always have a secretary in place.
Late or missing filings can trigger court-imposed fines (which may include a daily default fine for continuing offences).
Reasons for Changing Your Company Secretary
When companies change their company secretary, the reasons typically fall into a few common scenarios. The change may result from the resignation or departure of the existing secretary due to relocation, retirement, internal staffing changes, or the end of a corporate services engagement.
Companies may also switch to a new corporate services provider to obtain clearer service scope, improved responsiveness, stronger compliance support, or a different service model.
In other cases, evolving governance needs drive the change, as business growth, restructuring, or changes in the board of directors increase the complexity of compliance obligations and require stronger secretarial support.
Who Can Be a Company Secretary in Hong Kong
A company secretary can be an individual or a body corporate, but eligibility rules apply. For private companies, the company must have at least one director who is a natural person, and the sole director must not also be the company secretary.
| Secretary Type | Requirement |
|---|---|
| Individual secretary | Must be a natural person who ordinarily resides in Hong Kong (in practice, this is the common baseline requirement applied for individual secretaries in HK compliance setups) |
| Corporate secretary | Must be a body corporate with a place of business in Hong Kong |
In-House vs. Outsourced Secretary
In-House Company Secretary
An employee may serve as the company secretary if they have sufficient knowledge to manage statutory filings, maintain company registers, prepare meeting documents, and monitor compliance obligations.
Having an in-house company secretary suits companies with stable operations and internal compliance capability.
Outsourced Company Secretary (TCSP-Licensed)
Many companies appoint a Trust or Company Service Provider (TCSP)-licensed provider to handle filings, statutory registers, meeting documentation, and regulatory deadlines under a service agreement.
Outsourcing a new company secretary reduces compliance risk and provides access to experienced professionals.
Air Corporate holds TCSP License number 8778.
Step-by-Step Guide to Changing the Current Company Secretary
Changing a company secretary in Hong Kong is a procedural compliance rather than a commercial transaction. The objective is to ensure there is no gap in appointment, that statutory records are properly handed over to the new secretary, and that the required notice is filed with the Companies Registry within the prescribed deadline. The process typically involves internal approval, a structured handover, timely filing, and updates to internal registers and compliance records.
1) Approve the Change
Pass a board resolution (or written resolution) appointing the new company secretary and recording the effective date. The signed resolution should be kept with the company records, as it forms part of the company’s official documentation under the Companies Ordinance.
Sample Board Resolution (Short Form)
BOARD RESOLUTION
Date: [Date of Board Meeting]
WHEREAS, [Company Name] is a company duly incorporated under the laws of Hong Kong; and
WHEREAS, [Name of Current Company Secretary] is currently the duly appointed Company Secretary of the Company; and
WHEREAS, the Board of Directors of the Company now desires to appoint [Name of New Company Secretary] as the Company Secretary of the Company with effect from [Effective Date];
NOW THEREFORE BE IT RESOLVED THAT:
The appointment of [Name of Current Company Secretary] as Company Secretary of the Company be and is hereby terminated with effect from [Effective Date].
[Name of New Company Secretary] of [Address of New Company Secretary] be and is hereby appointed as Company Secretary of the Company with effect from [Effective Date].
Any director of the Company be and is hereby authorized to file Form ND2A with the Companies Registry and to do all such acts and things as may be necessary or expedient to give effect to the foregoing resolutions.
Passed by the Board of Directors on [Date], including the following director names: [List of Director Names].
[Chairman/Director Name]
Chairman/Director of [Company Name]
The template above should be adapted to the company’s specific circumstances and governance structure. Once signed, the resolution becomes part of the company’s official records and may be reviewed during compliance checks, audits, or due diligence exercises.
2) Arrange the Handover
Coordinate with the outgoing secretary to collect the statutory registers, minute book and resolutions, filing history, compliance calendar, and all corporate records and supporting documents. The transfer should be properly documented to avoid future disputes and to ensure continuity of compliance.
3) File the Required Notice with the Companies Registry
“You must notify the Companies Registry within 15 days after the appointment or cessation, typically through its e-Services filing system.
| Change | Form | Deadline |
|---|---|---|
| Appointment or cessation of company secretary (and/or director) | Form ND2A | Within 15 days |
| Change in particulars (e.g., address details of secretary/director) | Form ND2B | Within 15 days |
| Change of registered office address (if applicable) | Form NR1 | Within 15 days |
4) Update Internal Records
After filing, update the register of company secretaries and revise the internal compliance calendar to reflect the change. Adjust signing authorities if required, and ensure any related updates are properly recorded in the relevant statutory registers.
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 of the Companies Registry (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 |
The ND2A form itself states it should be delivered within 15 days after appointment or cessation, and it also states the private-company rule that the sole director must not also be the company secretary.
Common Mistakes
One common mistake is leaving a gap between the outgoing secretary’s cessation and the incoming secretary’s appointment. Plan the effective date carefully to ensure there is no period without a company secretary.
Another issue is missing the 15-day filing deadline for notifying the Companies Registry. Diarize the deadline and prepare the form promptly to avoid late filing.
Companies also sometimes treat the handover informally and later discover missing registers, resolutions, or filing records. A structured handover process helps prevent compliance gaps.
Finally, it is easy to mix up the prescribed forms. Form ND2A covers appointment or cessation, ND2B covers changes in particulars, and NR1 is required only if the registered office address changes.
Simplify Your Change of Hong Kong Company Secretary with Air Corporate
A change of the company secretary should be treated as a controlled compliance transition. Proper documentation, timely filing, and complete handover of records are essential for that role.
Air Corporate is a licensed TCSP (Licence No. TC0008778) and can assist with the full transition process, including board documentation, Registry filing, and structured handover management.
If you are planning to change your company secretary in Hong Kong, a brief review of your current setup can help identify any compliance gaps before the transition.
FAQs
The change can be handled remotely as long as the board approves it and Form ND2A is filed with the Companies Registry within 15 days. The filing can be made through the e-Services Portal, so physical attendance is not required.
The secretary’s statutory role relates to corporate compliance under the Companies Ordinance. Tax, accounting, payroll, and MPF matters are usually handled by the finance team or external accountants.
There is no restriction on a secretary holding shares. However, in a private company, the sole director cannot also act as company secretary.
Only if it has a presence in Hong Kong. A corporate secretary must have a registered office or place of business in Hong Kong. A foreign company without a local presence cannot be appointed.
