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.
Process (s.419)
- A resolution to remove the auditor is proposed. Special notice is required (s.578), so notice of the intention to move it must reach the company at least 28 days before the meeting. If a meeting is called for a date 28 days or less after the notice, the notice still counts as properly given (s.578(4)).
- The company sends a copy of the special notice to the auditor being removed.
- The auditor has rights to make written representations and attend and speak (Subdivision 7 of Division 5).
- If an ordinary resolution passes, the company delivers the prescribed notice to the Registrar within 15 days, starting on the day of the resolution. The Registry's FAQ identifies the form as NA1.
- A failure to file is an offence by the company and every responsible person (a level 3 fine, HK$10,000, plus HK$300 for each day the breach continues).
Other points
- Removal does not stop the auditor claiming compensation or damages for losing the office (s.420).
- The outgoing auditor must consider whether to give a statement of circumstances connected with removal, which can go to members and creditors and be filed with the Registrar (ss.424-427).
- A new auditor does not take office until the previous appointment ends (s.402(2)(a)).
Check first Make sure the articles do not add anything, such as a higher voting threshold. Also arrange the handover (s.414) so that the new auditor can see work-related information from the outgoing one.
Legal basis
- Companies Ordinance (Cap. 622), ss.402, 419, 420, 421-427, 578
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.
- 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.
- 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.