Change Company Secretary in Hong Kong (ND2A)

Can you change your Hong Kong company secretary? Yes, without closing the company, without touching your directors, without interrupting business. Provided you follow two rules. Rule one, no gap. Your company must have a secretary at all times, so the new one is appointed the same day the old one ceases. Rule two, tell the company's registry on form ND2A within 15 days of the change. In this video, who qualifies, what must move with the role, and the one companion filing people forget, which I'll flag before the end. First, why founders do this. Factually. The common triggers. An annual return filed late or not at all, and you found out from a penalty notice.

Questions that take weeks to cross time zones. No clarity on whether the provider is actually licensed for the work. A fee that renews yearly while nothing visibly happens. Or simple consolidation. Secretary, registered address, and compliance calendar with one local team instead of three vendors. Whatever the trigger, what matters is the order of steps, which is the rest of this video. Who's allowed to take the role? Section 474 of the company's ordinance, chapter 622, gives two options. A natural person who ordinarily resides in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong.

And where that body corporate provides secretary services as a business, it needs a trust or a company service provider license. A TCSP license, under Hong Kong's anti-money laundering law. Now the question every solo founder asks. Can you be your own company secretary? Not if you're the only director. Section 475 of the company's ordinance, chapter 622. And the workaround fails too. A one-director company can't appoint a corporate secretary whose own sole director is you. The law wants a second pair of hands. So for the full picture of the role itself, see our company secretary video. Today, we stay on the change. Rule 1 shapes the whole sequence.

Section 474 of the company's ordinance, chapter 622, says a company must have a company secretary. Present tense, no holidays. A resignation that leaves the seat empty puts the company in breach from day one. So the change is choreographed as one motion in a single board resolution doing both jobs. Accept the outgoing secretary's cessation, effective a chosen date, and appoint the replacement, effective the same date. Pick the date deliberately, put it in writing, and the seat never sits empty. Rule 2, the paperwork. The notice is form ND2A. Officially, the notice of change of company secretary and director. It covers both roles. Today, we're using its secretary half.

The company files it with the company's registry within 15 days of the change. Section 652 of the company's ordinance, chapter 622. And here's a pleasant surprise. Filing ND2A is free. Miss the 15 days, though, and it's an offense for the company and every responsible officer. A level 4 fine, 25,000 Hong Kong dollars, plus 700 a day while the failure continues. And now the companion filing I promised. If your registered office is moving with the provider, which it usually is, when the old provider's address was your registered office, that's a separate notice. Form NR1, on its own 15-day clock, as our registered address video explains. Two changes, two forms, two clocks. File both.

A secretary change is also a records handover, and this is where quality shows. On or before the effective date, the incoming secretary should receive the statutory registers, members, directors, and the significant controllers register from our SCR video, the company records and minute book, the common seal and chops, if the provider held them, your certificate of incorporation and current business registration certificate, copies of prior filings, and the e-services portal access your filings run through. Treat that as a literal checklist. Tick each item at handover. A missing register discovered two years later during a bank review is a far more expensive conversation.

Three honest notes. First, the new provider's client checks are not them being difficult. KYC is a legal requirement before a licensed TCSP can accept the appointment. So have director's identification and company documents ready. Second, speed depends on cooperation. When both sides play their part, the handover typically takes a few business days once documents are signed. A slow outgoing provider stretches that, which is why the checklist and a clearly stated effective date matter more than speed promises. Third, don't let a dispute create a gap. Even mid-argument over a final invoice, the appointment sequence comes first. An empty secretary seat is your company's breach, not theirs.

The facts in 20 seconds. Changing your Hong Kong company secretary is routine. Cessation and appointment on the same day. No gap. Because section 474 of the company's ordinance, chapter 622, requires a secretary at all times. Form ND2A within 15 days. Free to file. Late means up to HK$25,000 plus 700 a day under section 652 of the same ordinance. A sole director can't take the seat or proxy it through their own company. Records move on a checklist. Address moving to? NR1, separately. The legal step is a change of company's secretary. If you want to switch the work to Captime, at Captime Corporate Management Limited, we act as corporate company secretary under TCSP license number TC010212.

And we handle the change end-to-end. The resolutions, the same-day effective date, the ND2A filing, the records taken over onto our checklist, and the registered address moved with it, if you wish. One local team, one calendar. hk No credit card, no obligation. Thank you for watching. If this made the company secretary change simple, give it a like and subscribe Accurate Hype -Free Guides to Running a Hong Kong Company. See you in the next video.