How to Change Company Secretary in Hong Kong and Hand Over

Steps

1. Pass a board resolution to appoint the new secretary and accept the old secretary's resignation or termination (check the articles and any service agreement).
2. Confirm the new secretary meets the residency or office rule and is not barred from the role (a sole director cannot be secretary).
3. File Form ND2A within 15 days after the appointment or cessation. Late filing risks up to HK$25,000 per breach plus HK$700 a day.
4. If the registered office changes, file NR1 within 15 days.
5. If the secretary or provider is also the designated representative for the significant controllers register, appoint a replacement.

What should be handed over

• Register of members, directors, secretaries and the significant controllers register.
• Minute books, resolutions and records of past meetings.
• Certificate of incorporation, business registration certificates, articles and any amendments.
• Share certificate books and the company chop or seal, if any.
• Latest annual return, accounts, tax and licensing correspondence.
• Passwords or authorisations for the e-Services Portal, with old users' access removed.
• A list of upcoming deadlines.

If the old secretary will not cooperate The resigning person may file Form ND4 where the company has not reported the resignation. Take legal advice if records are withheld.