A Complete Guide For A Change Of Company Secretary For Hong Kong Company

Introduction

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.

Understanding The Role Of The Company Secretary

Before going through the process of changing the company secretary, understanding the very basic role 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 for a Hong Kong Company 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.

When transitioning your company secretary to us, you have two options to choose from.

Option 1: Notice of the Change of the Company Secretary  

Option 2: Let FastLane Manage Your Company Secretary Change Hassle-Free

Option 1: 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

Notice Of Change Of Company Secretary

To complete the ND2A form for the notice of change of company secretary, follow these steps:

  1. 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.
  1. 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

Notice Of Movement Of The Registered Office

To complete the NR1 form for the notice of change of address of the registered office, please follow the instructions below:

  1. 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.
  2. 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.
  3. Provide the new email address and the effective date.
  4. Sign your signature and write your name. Cross out “Director” if applicable.
  5. In the Presentor’s Reference section, provide the following details of the Presentor:
    • Name 
    • Address 
    • The telephone number 
    • Fax number 
    • Email address

Option 2:  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 is the organization’s chief administrative officer, who is responsible for the company’s compliance with all the legal and regulatory regulations. They are significant in ensuring good governance, keeping statutory records, promoting shareholders’ communication and compliance, and executing board meetings.

Company secretary changes in Hong Kong call for the Companies Ordinance and the Company Registry directives to be followed. The companies have to fulfill certain obligations, for example, the formal notification of the existing Company Secretary, the appointment of a replacement, the drafting of the resolutions, the updating of the records, and the submission of the necessary paperwork to the Company Registry to comply with the legal statutes.

The time required for the replacement of the Company Secretary can be different from one case to another because of several factors. They relate to the capacity of the Company Registry, the compliance with the content and form of submitted documents, and the promptness of the response. To do that, it is quite necessary to provide a proper timeframe which should include all the possible delays and statutory deadlines.

In fact, the role of a Company Secretary might go through a lot of modifications during the period of the existence of a company. Nevertheless, it is necessary to consider the consequences of frequent changes and make sure that there are no difficulties in the transition on each occasion. Businesses need to examine the degree of change required and follow a strict recruitment process, giving a new company secretary the proper support and information for continuing the compliance and smooth operation of the company.

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