How do I switch my company secretary in Hong Kong, and what should be handed over?
Appoint the new secretary, then file Form ND2A with the Companies Registry within 15 days to report the new appointment and the old secretary's cessation. The outgoing secretary should hand over the statutory books, registers, minutes, certificates and access to filing accounts.
Steps
- 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).
- Confirm the new secretary meets the residency or office rule and is not barred from the role (a sole director cannot be secretary).
- 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.
- If the registered office changes, file NR1 within 15 days.
- 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.
Legal basis
- Companies Ordinance (Cap. 622), s.645
- Companies Ordinance (Cap. 622), s.652
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
- What are the business registration fee and levy in Hong Kong now?For certificates starting from 1 April 2026 to 31 March 2027, a one-year business registration certificate costs HK$2,350 (HK$2,200 fee plus HK$150 levy) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). A branch certificate costs HK$230 for one year.
- How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
- How do I change my Hong Kong company name, and what does it cost?Pass a special resolution of the members to adopt the new name, then deliver the notice and resolution to the Companies Registry, which charges HK$295. The change takes effect when the Registrar issues a certificate of change of name. Update contracts, bank accounts and letterheads afterwards.
- How do I amend my company's articles of association in Hong Kong?Members pass a special resolution to change the articles. The company then delivers a copy of the resolution and the amended articles to the Companies Registry, generally within 15 days. Some changes, such as to a clause entrenched in the articles, can need extra steps.
- How do I issue (allot) new shares in a Hong Kong company, and what is the NSC1 deadline?Issue shares through proper board and member approvals, then file Form NSC1 (return of allotment with a statement of capital) with the Companies Registry within one month after the allotment. Late filing risks up to HK$25,000 per breach plus a HK$700 daily default fine.