In this course · 4 of 4
The short answer
In Hong Kong, report changes in directors or company secretaries on Form ND2A or ND2B within 15 days, a registered office change on NR1 within 15 days, and a share allotment on NSC1 within one month (as at 2026). The annual return is due within 42 days after each incorporation anniversary.
| Change | Form | Deadline |
|---|---|---|
| Appointment or cessation of director or secretary | ND2A | 15 days |
| Change in a director's or secretary's particulars | ND2B | 15 days |
| Change of registered office address or contact phone | NR1 | 15 days |
| Allotment of shares | NSC1 | 1 month |
| Annual return | NAR1 | 42 days after incorporation anniversary |
| Special resolutions (such as changing articles or name) | Resolution plus the relevant form | generally 15 days |
| Resolution dispensing with AGMs | Resolution | 15 days |
| Significant controllers register kept elsewhere | NR2 | 15 days |
Share transfers Some changes, like share transfers, wait for the annual return. No specified form is filed when shares are transferred between members. The change appears in the next annual return.
New director consent ND2A includes the new director's statement of consent to act.
What happens if you do not file The company and responsible persons can be prosecuted. Penalties are up to HK$25,000 or HK$50,000 per breach plus a daily fine.
Also tell others
- The IRD receives name and address changes from the Registry, so companies need not notify separately.
- Banks, landlords and regulators usually need their own notices.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), s.142
- Companies Ordinance (Cap. 622), s.622
- Companies Ordinance (Cap. 622), s.645
- Companies Ordinance (Cap. 622), s.652
- Companies Ordinance (Cap. 622), s.658
- Companies Ordinance (Cap. 622), s.662
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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