Company Secretary & AGM zpost

How to Change Your Company Secretary in Hong Kong (2026)

17 April 2026

7 mins read

HK Content Specialist

Chester Cheung is the Content Marketing Specialist for the Hong Kong market at Sleek, crafting localized, high-conversion bilingual content that empowers entrepreneurs to make confident business decisions.

Drawing on a background in finance and digital marketing, including roles at HSBC and in the digital agency space, Chester combines commercial rigor and performance-driven storytelling to every piece he ships. His focus is on translating complex business and compliance concepts into clear, actionable insights for busy founders.

Having worked across both structured corporate environments and agile teams, Chester knows what business owners value most: reliable information without the jargon. At Sleek, he leverages this perspective to produce insightful, accessible content that drives customer acquisition and fosters long-term value.

When he’s not writing, Chester is an active runner and an amateur photographer.

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Key takeaways

Any Hong Kong company can change its company secretary at any time — you don’t need your current secretary’s permission.
The process requires a board resolution, written consent from the new secretary, and filing Form ND2A with the Companies Registry within 15 days.
Your outgoing secretary must hand over all statutory records, including the register of members, the Significant Controllers Register (SCR), and company minutes.
Late filing can result in penalties up to HK$50,000. Getting the paperwork right matters.

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In this article

Switching your company secretary sounds like a big move, but the procedure itself is straightforward. Most founders and business owners put it off because the admin feels uncertain, not because it’s actually difficult. If you’re unhappy with your current provider — slow responses, missed deadlines, or fees that keep creeping up — there’s no reason to wait.

In this guide, you’ll learn:

How the process works
What paperwork you’ll need
What to watch out for

Signs it might be time to switch

Not every frustration means you need a new company secretary. But some patterns are hard to ignore:

You only hear from them once a year, right before your Annual Return is due.
Filings are submitted late, or you get penalty notices you weren’t warned about.
You can’t get a straight answer on fees — or you keep finding new charges on invoices.
They’re unresponsive when you need something urgently (a bank letter, a board resolution, a certified document).
You’ve outgrown them. What worked when it was just you and a co-founder might not cut it for a 20-person company.

If two or more of those ring true, it’s worth looking at your options. The switching process itself takes about one to two weeks once you’ve picked a new provider.

Tired of chasing your company secretary for basic filings?

The legal basis: what the Companies Ordinance says

Under the Companies Ordinance (Cap. 622), every Hong Kong private company must have a company secretary at all times. There’s no grace period. If a position falls vacant, the company has six months to fill it, but the expectation is immediate continuity — your new secretary should be appointed on the same date (or before) your current one leaves.

A few rules to keep in mind:

The company secretary must be a Hong Kong resident individual, or a corporate body with a registered office or place of business in Hong Kong.
A sole director can’t also serve as the sole company secretary.
The appointment and cessation must be filed with the Companies Registry within 15 days.

Step-by-step: how to change your company secretary

1. Choose your new company secretary

Do this before you notify your current provider. You need a confirmed replacement ready to go, since your company can’t be without a secretary at any point.

When comparing providers, check whether they cover:

Annual Return filing (Form NAR1) with the Companies Registry
Maintenance of statutory registers (members, directors, charges)
Significant Controllers Register (SCR) updates
Board resolution drafting and company minutes
Filing changes to company officers and registered office
Providing a registered office address in Hong Kong

2. Pass a board resolution

Your board of directors must formally approve the change. This means passing a resolution that:

Accepts the resignation (or records the removal) of the current company secretary
Appoints the new company secretary, effective from a specific date
Records the new secretary’s name, address, and consent to act

The resolution should be documented in your board minutes. Your new company secretary can usually draft this for you.

3. Get written consent from the new secretary

The incoming company secretary must provide written consent confirming they accept the appointment and meet the qualification requirements under Cap. 622. This consent must be kept on file — the Companies Registry may ask for it.

4. Notify your current company secretary

Send a written notice (email is fine) informing them of the termination. Ask for acknowledgement in writing. Here’s a template you can use:

Subject: Termination of company secretary services

Dear [Company secretary],

We hereby notify you of our intention to terminate the agreement we have with you for corporate secretary and registered office address services. This agreement should end on [DD/MM/YYYY].

We would like to thank you for your service.

Please reply to this email to acknowledge our decision. Our new company secretary, copied on this email, will coordinate with you on the handover of statutory records.

Save the acknowledgement email as a PDF for your records.

5. Arrange the handover of statutory records

This is the step most people overlook. Your outgoing secretary holds your company’s statutory records, and they’re legally required to hand them over. Make sure you collect:

Register of members
Register of directors and company secretaries
Register of charges
Significant Controllers Register (SCR)
Company minutes (board meetings and shareholder meetings)
Articles of Association
Certificate of Incorporation
Business Registration Certificate
Common seal (if your company has one)
Any outstanding correspondence with the Companies Registry or IRD

Don’t let this drag on. Set a specific handover date and get written confirmation once the records have been transferred.

6. File Form ND2A with the Companies Registry

Form ND2A notifies the Companies Registry of the cessation and appointment of company officers. It must be filed within 15 days of the change.

The form requires:

Your company name and registration number
Outgoing secretary’s details (name, address, cessation date)
Incoming secretary’s details (name, address, appointment date)
Signature of a director or the newly appointed secretary

You can file electronically through the Companies Registry e-Registry portal or submit a paper copy. Electronic filing is faster and creates an automatic confirmation record.

If your registered office address is also changing (common when switching providers), you’ll need to file a separate Form NR1 and notify the Business Registration Office.

Miss the 15-day deadline and your company faces penalties up to HK$50,000. Your directors are personally responsible for compliance, so don’t leave this to chance.

What are the common mistakes when changing company secretary in Hong Kong?

Not checking your current contract first

Some company secretary agreements have a notice period (usually 30 days). Check your terms before sending the termination notice to avoid overlap charges.

Leaving a gap between secretaries

Your company must have a company secretary at all times. If your current secretary resigns before the new one is appointed, you’re in breach of the Companies Ordinance immediately. Coordinate the dates so the transition is seamless.

Forgetting the SCR

The Significant Controllers Register must be maintained at your registered office. If your outgoing secretary was holding it, make sure it’s transferred. Failing to maintain an SCR carries a fine of up to HK$25,000 plus HK$700 per day.

Not updating the Business Registration Office

If your registered office address changes as part of the switch, you need to notify the IRD’s Business Registration Office separately. Your new secretary should handle this, but confirm it’s been done.

Switch your company secretary to Sleek

Sleek handles the entire company secretary transfer so you’re not stuck coordinating between providers or worrying about missed deadlines. That includes drafting the board resolution, filing the ND2A with the Companies Registry, chasing your outgoing secretary for statutory records, and updating the Business Registration Office if your registered office address changes too.

Once the handover is done, your company gets a dedicated, TCSP-licensed company secretary team that files your Annual Return on time, maintains your Significant Controllers Register, and responds whenever you need something.

Corporate secretary packages start from HK$1,300/year. No hidden fees, no lock-in contracts.

Switch your company secretary without the hassle

Sleek handles the board resolution, CR filings, and record handover — so you can focus on running your business.

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FAQs about changing company secretary in Hong Kong

Do I need my current company secretary’s permission to switch?

No. The power to appoint or remove a company secretary sits with the board of directors, not the secretary. You do need to follow the proper legal procedure — pass a board resolution, file Form ND2A — but you don’t need their consent.

How long does the whole process take?

Typically one to two weeks from start to finish. The board resolution and ND2A filing can be done in a few days. The statutory record handover takes longer if your outgoing secretary is slow to respond.

Is there a filing fee for Form ND2A?

There’s no government fee for filing Form ND2A electronically through the Companies Registry’s e-Registry portal.

Will changing my company secretary affect my bank account or business operations?

No. A company secretary change has no impact on your bank accounts, contracts, licences, or day-to-day operations. It’s a back-office compliance matter. Your bank may ask for updated company documents afterward — your new secretary can help with that.

What happens if my company is without a secretary for even one day?

You’re technically in breach of the Companies Ordinance. While the law allows up to six months to fill a vacancy, the expectation is immediate continuity. Always appoint your new secretary on or before the date the old one leaves.

Can I change my company secretary and registered office address at the same time?

Yes, and many companies do this when switching providers. It requires filing both Form ND2A (for the secretary change) and Form NR1 (for the registered office change) with the Companies Registry, plus notifying the Business Registration Office.

What should I look for in a new company secretary?

Look for a provider that’s TCSP-licensed by the Companies Registry, responsive when you need them (not just at filing time), transparent about pricing, and experienced with companies at your stage. Ask how they handle Annual Returns, SCR maintenance, and ad-hoc requests like bank letters or board resolutions.