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How do I Change my Company Secretary in Hong Kong

Updated: Oct 6





Change Hong Kong Company Secretary


To change your company secretary in Hong Kong, you need to follow these steps:


1. Appoint a new company secretary:


  • Board resolution: Pass a board resolution appointing the new company secretary. This resolution should include the name of the new secretary, their position, and the date of appointment.   

  • Due diligence: Ensure that the new secretary meets the requirements of the Companies Ordinance, which includes being a natural person or a company registered in Hong Kong.   


2. Notify the Companies Registry:


  • Form ND2A: Submit a Form ND2A "Notice of Change of Company Secretary and Director (Appointment/Cessation)" to the Companies Registry within 15 days of the appointment or cessation of the company secretary.   

  • Form NR1: If the registered office address of the company changes, you also need to submit a Form NR1 "Notice of Change of Address of Registered Office".   


3. Update company records:


  • Internal records: Update your company's internal records with the new company secretary's information.


Additional considerations:


  • Notice to current secretary: You may need to give your current company secretary a notice of termination of their services, depending on their contract.   

  • Handover: Ensure a smooth handover of responsibilities between the old and new company secretaries.


Board Resolution


Subject: Appointment of New Company Secretary


RESOLVED that:


  1. Appointment: [Name of the New Company Secretary] be and is hereby appointed as the Company Secretary of [Company Name] with effect from [Date of Appointment].


  2. Powers and Duties: The Company Secretary shall exercise all the powers and perform all the duties conferred or imposed upon a Company Secretary by the Companies Act [Relevant Jurisdiction] or any other applicable law or regulation.


  3. Notice of Termination: [Name of Current Company Secretary] be given notice of termination of their services as Company Secretary of [Company Name] with effect from [Date of Termination], in accordance with the terms of their employment contract.


  4. Transition Period: The Company Secretary shall ensure a smooth transition of their duties and responsibilities to the new Company Secretary, including providing necessary handover documentation and assistance.


Passed this [Day] day of [Month], [Year].


[Signatures of Board Members]


Note:


  • Please replace the bracketed information with the specific details of your company and the new Company Secretary.

  • Ensure that the notice of termination to the current Company Secretary is provided in accordance with their employment contract and applicable labor laws.


Notice of Termination of Employment


Dear [Name of Current Company Secretary],


Please be advised that your employment as the company secretary of [Company Name] is hereby terminated with immediate effect, or in accordance with the terms of your employment contract, whichever is later.


[If applicable, include details of any severance pay or benefits that will be provided.]


We appreciate your contributions to the company during your tenure.


Sincerely,


[Name of Authorizing Officer]

[Title]

[Company Name]


Specific Forms and Timeline for Changing Your Company Secretary in Hong Kong


Required Forms:


  1. Form ND2A: This form is used to notify the Companies Registry of the change in company secretary. It requires information about the company, the outgoing secretary, and the incoming secretary.

  2. Form NR1: This form is used to register the appointment of the new company secretary. It contains details about the new secretary, their consent to act, and any required qualifications.


Timeline:


The process of changing your company secretary typically takes a few weeks, depending on the efficiency of the Companies Registry and the completeness of your documentation. Here's a general timeline:


  1. Board Resolution: Pass a board resolution to appoint the new secretary and terminate the appointment of the old one. This can be done within a few days.

  2. Form Submission: File the ND2A and NR1 forms with the Companies Registry. Allow a few days for processing.

  3. Registry Approval: The Registry will review the forms and approve the change. This typically takes a few business days.

  4. Communication and Handover: Once the change is approved, communicate with the outgoing and incoming secretaries to arrange the handover of documents and responsibilities. This can be completed within a few days.


The exact timeline may vary depending on factors such as the efficiency of the Companies Registry and any additional requirements that may arise.


Additional Considerations:


  • Resignations: If the outgoing secretary is resigning, they may need to submit a resignation letter to the company.


Here are some resources that you may find helpful:



How Bestar Can Assist with Changing Your Company Secretary in Hong Kong


Bestar can significantly streamline the process of changing your company secretary in Hong Kong. Here's how we can assist:


1. Understanding Legal Requirements:


  • Compliance: We ensure that the process adheres to the Companies Ordinance and other relevant regulations.   

  • Documentation: We help prepare the necessary documents like board resolutions, notices, and forms.   


2. Efficient Filing:


  • Form Submission: We submit the required forms to the Companies Registry on your behalf.   

  • Timely Updates: We ensure that the registry is promptly notified of the change.


3. Administrative Tasks:


  • Communication: We handle communication with the outgoing and incoming secretaries.

  • Handover: We assist in the smooth transfer of responsibilities and documents.   


4. Ongoing Compliance:


  • Advice: We provide ongoing advice on company secretary duties and responsibilities.   

  • Updates: We keep you informed of any changes in regulations that may affect your company.   


5. Specialized Knowledge:


  • Expertise: We have in-depth knowledge of Hong Kong's corporate governance landscape.   

  • Efficiency: Our expertise can expedite the process and minimize errors.


Steps Involved in Changing Your Company Secretary:


  1. Board Resolution: Pass a board resolution to appoint the new company secretary and terminate the appointment of the old one.   

  2. Notice to Companies Registry: File the necessary forms (ND2A and NR1) with the Companies Registry.   

  3. Communication with Secretaries: Notify both the outgoing and incoming secretaries of the change.

  4. Document Handover: Ensure a smooth transfer of relevant documents and information.


Choosing a Corporate Services Provider:


When selecting a corporate services provider, consider factors such as:


  • Experience: Look for a provider with a proven track record in Hong Kong.

  • Reputation: Check their reputation and client testimonials.

  • Fees: Compare pricing and services offered.

  • Communication: Ensure they are responsive and provide clear communication.


By engaging Bestar, you can significantly reduce the administrative burden associated with changing your company secretary in Hong Kong and ensure compliance with local regulations.






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