What happens when the auditor resigns from a Hong Kong company?
The auditor resigns by written notice with a statement of circumstances. The company must file a notification (Form NA2) with the Registrar within 15 days of receiving the notice, or face an offence. The company then needs a new auditor.
Process (s.417)
- The auditor gives the company a written notice of resignation with a statement of circumstances (s.424): either stating any circumstances the auditor thinks members or creditors should know about, or stating there are none.
- The term ends at the end of the day on which notice is given, or at a later time if the notice says so.
- The company must deliver a notification in the specified form to the Registrar within 15 days starting on the date it receives the notice. The Registry's FAQ identifies the form as NA2.
Penalty for the company If the company does not file, the company and every responsible person commit an offence, with a level 5 fine (HK$50,000) and imprisonment of up to 6 months, plus a further daily fine of HK$1,000 for a continuing offence (s.417(4)).
The auditor's side
- A "statement of no circumstances" does not need to be filed with the Registrar; a statement of circumstances must be sent to the Registrar by the auditor within the periods in ss.426-427, per the Registry's FAQ.
- The resigning auditor may ask the directors to call a general meeting to hear the circumstances; the directors must convene within 21 days for a meeting held within 28 days (s.421).
What the company does next Fill the vacancy under s.397, and tell the new auditor to request information from the former auditor under s.414.
Legal basis
- Companies Ordinance (Cap. 622), ss.397, 417, 421, 424-427
Sources
Applies to 2026 · Last reviewed 29 October 2026
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.
Related questions
- Who is allowed to audit a Hong Kong company?Only a practice unit can be appointed as auditor of a Hong Kong company: in practice a certified public accountant (practising) or a CPA firm or corporate practice registered with the Accounting and Financial Reporting Council. An employee or officer of the company cannot be its auditor.
- How do I check that my auditor is properly registered in Hong Kong?Search the public registers kept by the AFRC for practising CPAs and for registered practice units, and ask the firm for the signing accountant's practising certificate number. The number is normally printed on the audit report.
- How can a Hong Kong company remove its auditor?Members can remove an auditor by ordinary resolution at a general meeting, after special notice. The company must send the auditor a copy of the notice and, if the resolution passes, file the prescribed notice (Form NA1) with the Registrar within 15 days.
- How do I change auditors in Hong Kong?Appoint the new firm at the right point (usually the AGM or an equivalent general meeting), remove or accept the resignation of the old auditor, file Form NA1 or NA2 within 15 days, and arrange for the old auditor to share work-related information. The new auditor normally contacts the old one under the ethics code.
- Does every Hong Kong limited company need an audit?Yes. Every Hong Kong company must have an auditor for each financial year and its financial statements audited, whatever its size or whether it trades. The only company that escapes is a qualifying private company that has validly become dormant under s.5 and s.447 of the Companies Ordinance.