The role of the Company Secretary is a very significant one in the current corporate governance of Hong Kong. The Company Secretary acts as the company’s chief administrative manager and focuses on taking care of the legality and regulatory obligations. But sometimes because of some situations, the Company Secretary’s role should be changed. In this article, we will look into the procedure to change your Company Secretary in Hong Kong, and all steps needed to be taken while ensuring you follow the Registrar of Companies requirements.
Content Outline
Key Takeaways
Essential Role of the Company Secretary
The Company Secretary ensures legal compliance, maintains statutory records, manages filings, and supports good corporate governance in Hong Kong companies.
Common Reasons for Secretary Replacement
Companies may change their secretary due to resignation, underperformance, or the need for someone with more experience or specialized knowledge.
Steps and Filings Required for the Change
The transition involves notifying the current secretary, appointing a qualified replacement, obtaining board approval, and submitting forms ND2A and NR1 to the Companies Registry.
Board Resolution and Documentation
A formal board resolution is necessary to terminate the outgoing secretary and confirm the appointment of the new one, serving as an official legal record.
Post-Change Compliance and Communication
After the change, companies must update stakeholders, revise internal and public documents, and ensure the new secretary is fully onboarded for ongoing compliance.
Understanding The Role Of The Company Secretary
Before going through the process of changing the company secretary, understanding the very basic purpose of this role is important. The Company Secretary is significant in the process of good corporate governance and communication with the company, its shareholders, and regulatory cooperation. A variety of tasks arises while performing these duties such as keeping statutory registers, filing annual returns, organizing annual general meetings, and attending to all matters of due diligence under the general laws and regulations. Hong Kong corporations must appoint someone to take the position of Company Secretary, as specified by the Companies Ordinance.
Reasons For Changing The Company Secretary
There can be several reasons why the presence of the Company Secretary proves to be useful. To start with, the present Company Secretary may have the choice to resign or be terminated because of personal reasons or a change in career goals. Furthermore, the current Company Secretary might be lacking the right attitude or competence to meet the requirements, therefore, in this case, replacing them is required. Together with this, businesses may try to appoint someone who has more experience or higher specialization in Company Secretarial duty as a company-specific mandate or for compliance with good corporate governance.
Preparing For The Change of Company Secretary
It is vital to set up certain preparation steps first to proceed with the change of appointment of the company secretary. In the beginning, the companies should revise their Articles of Association to avoid infringement of articles that deal with the appointment and resignation of a Company Secretary. In addition, candidates with appropriate qualifications should be carefully selected by comprehensive criteria which must assess the skills, qualifications, and ability of a candidate to fill the company’s specific needs. Furthermore, a key thing is getting internal approvals, such as from the board of directors or the shareholders, to ensure smooth transitioning of business processes completeness.
Informing The Current Company Secretary
The Company Secretary will be given the formal notification to vacate the position, once the informed decision about changing was made. This notice must state the date that is marked with the effectiveness of termination or resignation, which gives enough time for transferring responsibilities, documents, and relevant data. Effective communication and document processing during the transfer stage will make the transition smoother so misunderstandings and disagreements are less likely to happen.
Hiring A New Company Secretary
The procedure of electing a new Associate/Company Secretary should be accomplished in a diligent way. Organizations have to initiate a well-rounded and specialized selection process aimed at procuring a potential employee who meets the required qualifications and abilities. The company secretary evaluation should look at such things as educational background, experience in similar roles, and ability to handle all the responsibilities of the position such as interpretation and compliance of company laws and regulations. After the board selected the candidate that person’s agreement to take up the Secretary’s role should be secured and the process documented.
Resolutions And Filings With The Company Registry
To become effective in the role of the Company Secretary, particular resolutions ought to be drawn up, agreed upon, and made legally. Traditionally, these resolutions would involve the nomination of the latest Company Secretary followed by the confirmation and acknowledgment of his/her appointment. Not only this, but businesses ought to update their records too, and this should comply with the terms of the change of Company Secretary. After all, the concerned forms and documents have to be submitted to the Registry of the Company, e.g. Form ND2A which is for giving the notice of the change of Company Secretary and a notice of the consent to act of the new Company Secretary.
Timelines and deadlines
Deadlines set by the statutory regulations must be followed when it comes to changing the positions of the company secretary. Failing to meet those deadlines may lead to fines or legal responsibilities. The processing timing for the change can be affected by a number of causes, for instance, the workload of the Company Registry and also the accuracy of the submitted documents. Therefore, companies must provide enough time to permit all the stages of the process to be completed and make efforts to ensure that all paperwork is correct and complete.
Communication with stakeholders
Communicating the change of the Company Secretary adequately to all the stakeholders and clearly during the transition period is of the utmost importance. Shareholders and directors should be advised immediately and transparency should be practiced during the whole process, maintaining their confidence in the company and its functions. Moreover, it is necessary to keep updating all the relevant documents such as letterheads, websites, and email addresses so that the name of the new Company secretary is displayed correctly.
Ongoing compliance requirements
After the change of the Company Secretary is done, it is important to ensure the company’s compliance with statutory requirements all the time. The existing Company Secretary must come to terms with the new company secretary and hand over all information, and access to documents, and guide them through the company procedures and compliance requirements. The new company secretary must be provided with the necessary information so that he or she can successfully implement their role in a proper and timely manner.
How To Proceed Changing Company Secretary With ND2A And NR1 Forms
In compliance with the Companies Ordinance, Hong Kong companies must appoint a company secretary. FastLane Group has been a trusted provider of company secretary services to our clients.
Notice of the Change of the Company Secretary
Initially, your present company secretary must be informed that you will be the ending services of company secretary and the registered office address.
A format letter can be sent to your association to acquire the details. An email template example that you can use:
Email subject:
Termination Notice for Company Secretary and Registered Office Address Services
Email content:
Dear [Service Provider],
We are writing to formally notify you of our decision to terminate the current services you are providing us, specifically the company secretary service and the registered office address service.
We kindly request that these services be concluded effective [Date/Month/Year].
We sincerely appreciate the services you have rendered to us thus far.
Your prompt acknowledgment of this termination notice via email would be greatly appreciated.
Thank you.
Warm regards,
[Your Name]
The ND2A Form – Notice Of Change Of Company Secretary
Click here to download NDA2 Form
To complete the ND2A form for the notice of change of company secretary, follow these steps:
- Cease the Act of the Current Company Secretary:
- Enter the company number and company name as per the Certificate of Incorporation or the last Certificate of Change of Name.
- In the Cessation to Act as Company Secretary / Director section, check the Company Secretary option.
- Provide details of the current company secretary (name in Chinese and English, HKID/passport number if a natural person, or Chinese and English names if a body corporate).
- Under Details of Cessation, select the Registration/Others option and enter the date of cessation.
- Answer “No” to whether the director will continue to hold office after cessation.
- In the Presentor’s Reference section, provide contact details of the Presentor.
- Appoint a New Company Secretary:
- If the new secretary is a natural person, fill out the Appointment of Company Secretary/Director (Natural Person) section with their details.
- If the new secretary is a body corporate, fill out the Appointment of Company Secretary/Director (Body Corporate) section with their details.
- Sign your signature and write your name.
- Cross out “Director.”
Ensure all necessary information is accurately provided, and do not forget to sign where required. If you have any queries, feel free to ask.
NR1 Form- Notice Of Movement Of The Registered Office
Click here to download NR1 Form
To complete the NR1 form for the notice of change of address of the registered office, please follow the instructions below:
- Enter the company number and company name exactly as stated in the company’s Certificate of Incorporation or the last Certificate of Change of Name.
- Fill in the full address of the new registered office and the effective date. Ensure that the address provided is a local Hong Kong address and not a postal office (PO) box address.
- Provide the new email address and the effective date.
- Sign your signature and write your name. Cross out “Director” if applicable.
- In the Presentor’s Reference section, provide the following details of the Presentor:
- Name
- Address
- The telephone number
- Fax number
- Email address
Board Resolution Appointing New Secretary
In Hong Kong, a Board Resolution Appointing New Secretary is a formal and essential document adopted by a company’s board of directors to officially record the appointment of a new company secretary. A board resolution is important because it provides clear evidence of the appointment, outlines the terms of the change, and authorizes necessary actions to be taken.
A typical board resolution for appointing a new company secretary will include:
- Appointment Statement: A clear declaration that the board has resolved to appoint a specific individual as the new company secretary.
- Effective Date: The exact date from which the new secretary’s appointment takes effect.
- Duties and Powers: Sometimes, the resolution outlines any special duties or powers granted to the new secretary.
- Revocation of Previous Authority: The resolution may revoke any existing authority or powers previously held by the outgoing company secretary.
Who Needs to Sign the Resolution?
The number of directors required to sign the board resolution depends on the company’s Articles of Association, which set out the internal rules. Generally, the resolution must be signed by a minimum number of directors, often including the chairman or another director authorized to act on behalf of the company.
The signed resolution is a legal document and forms part of the company’s official records. It serves as evidence of the board’s decision to appoint the new company secretary and authorizes any further actions necessary to implement the change.
Sample Board Resolution Template
Below is a sample board resolution for appointing a new company secretary in Hong Kong. This template can be adapted to fit your company’s specific circumstances:
BOARD RESOLUTION
Date: [Date of Board Meeting]
Subject: Appointment of New Company Secretary
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 (“the Board”) now desires to appoint [Name of New Company Secretary] as the Company Secretary of the Company with effect from [Effective Date of Appointment];
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 of Appointment].
[Name of New Company Secretary] of [Address of New Company Secretary] be and is hereby appointed as the Company Secretary of the Company with effect from [Effective Date of Appointment].
AND BE IT FURTHER RESOLVED that the Chairman or any Director of the Company be and is hereby authorized to do all such acts and things as may be necessary or expedient to give effect to the foregoing resolutions.
Passed by the following resolution:
[List of Director Names and their Votes (e.g., “Passed unanimously”)]
[Chairman/Director Name]
Chairman/Director of [Company Name]
Important Notes
- This sample resolution should be tailored according to the company’s specific needs and the requirements under the Companies Ordinance of Hong Kong.
- The resolution becomes part of the company’s official documentation and must be kept for future reference and compliance checks.
Additional Resources
For more detailed guidance and official forms, you can visit:
Let FastLane Manage Your Company Secretary Change Hassle-Free
By simply informing your current company secretary, you can leave the rest to our team of experts at FastLane Group. We can manage the entire submission process for both the ND2A form (Notice of Change of Company Secretary) and the NR1 form (Notice of Change of Address of Registered Office). Through Company Secretary service, companies can look forward to a smooth transition, which is perfectly in line with their strategy, and all legal obligations are met.
Frequently Answered Questions
A company secretary in Hong Kong acts as the chief administrative officer of the company. Their responsibilities include ensuring compliance with legal and regulatory requirements, maintaining statutory records, facilitating effective communication with shareholders, supporting corporate governance, and organizing board meetings.
Yes. Any change in the company secretary must comply with the Companies Ordinance (Cap. 622) and guidelines from the Companies Registry. This includes formally notifying the resignation of the current secretary, appointing a replacement, drafting board resolutions, updating company records, and submitting the appropriate forms to the Companies Registry.
The processing time varies depending on the completeness of submitted documents, the responsiveness of the company, and the Companies Registry’s workload. While changes can be completed quickly, it’s advisable to allow buffer time to accommodate potential delays and ensure timely submission.
Yes. A company can change its secretary multiple times. However, frequent changes may disrupt operations and regulatory compliance. Each transition should be handled carefully, with proper onboarding and documentation to maintain continuity and legal compliance.
Not necessarily. If the company files Form ND2A to notify the resignation, the resigning secretary is not required to file Form ND4. However, if the secretary believes the company will not fulfill this obligation, they may file Form ND4 directly.
