Hong Kong Company Secretary Change
To change the company secretary of your Hong Kong company, you need to follow these steps:
1. Appoint a new company secretary:
Board resolution: Pass a board resolution appointing the new company secretary.
Acceptance: The new company secretary must accept the appointment in writing.
2. Notify the Companies Registry:
Form ND2A: Submit Form ND2A "Notice of Change of Company Secretary and Director (Appointment/Cessation)" to the Companies Registry within 15 days of the appointment.
Fee: Pay the prescribed fee.
3. Update company records:
Register of directors and secretaries: Update the company's register of directors and secretaries to reflect the change.
Share certificates: If necessary, update any outstanding share certificates with the new company secretary's information.
Additional considerations:
Notice to current secretary: You may need to provide written notice to your current company secretary, especially if they are an individual.
Handover: Ensure a smooth transition of responsibilities between the old and new company secretaries.
Registered office address: If the new company secretary has a different registered office address, you may need to update the company's registered office address with the Companies Registry.
Board Resolution Appointing New Company Secretary
RESOLVED that:
Appointment: [Name of the new company secretary] be and is hereby appointed as the Company Secretary of [Company Name] with effect from [Date].
Acceptance: [Name of the new company secretary] be requested to accept this appointment in writing.
Duties: The Company Secretary shall perform all the duties and exercise all the powers conferred or imposed upon a company secretary by the Companies Ordinance and the Articles of Association of the Company.
Notification: The Company Secretary shall notify the Companies Registry of the appointment within 15 days of the date of this resolution.
Previous Secretary: [Name of the previous company secretary] be and is hereby thanked for their services to the Company and their resignation as Company Secretary is accepted with effect from [Date].
PASSED with the unanimous consent of the Board members present at this meeting.
Date: [Date] Place: [Place]
Signed by:
[Name of Chairman] Chairman
[Name of Director] Director
[Name of Director] Director
Subject: Termination of Company Secretary Appointment
Dear [Name of Current Company Secretary],
Please be informed that your appointment as the Company Secretary of [Company Name] is hereby terminated with immediate effect, or as of [Date] (whichever is later).
We would like to thank you for your services to the Company during your tenure.
Please ensure a smooth handover of all relevant documents, records, and responsibilities to the newly appointed Company Secretary, [Name of New Company Secretary].
Thank you for your cooperation.
Sincerely,
[Name of Chairman]
Chairman
[Company Name]
Board Resolution to Change Registered Office Address
RESOLVED that:
Change of Address: The registered office of [Company Name] be changed from [Current Address] to [New Address], with effect from [Date].
Notification: The Company Secretary shall notify the Companies Registry of the change of registered office address within 15 days of the date of this resolution.
Update of Records: All necessary internal records, including the Register of Members and the Register of Directors and Secretaries, shall be updated to reflect the new registered office address.
PASSED with the unanimous consent of the Board members present at this meeting.
Date: [Date]
Place: [Place]
Signed by:
[Name of Chairman] Chairman
[Name of Director] Director
[Name of Director] Director
Helpful resources:
Companies Registry: https://www.cr.gov.hk/
Form ND2A: https://www.cr.gov.hk/tc/companies_ordinance/docs/ND2A_fillable.pdf
Corporate services providers: https://www.accoladegroup.com.hk/en/company-secretary-service/
By following these steps and seeking professional advice if needed, you can successfully change the company secretary of your Hong Kong company.
How Bestar Can Help with Changing Your Company Secretary
Bestar can offer invaluable assistance in changing your company secretary, ensuring compliance with local regulations and providing expert guidance throughout the process. Here are some key ways we can help:
1. Comprehensive Advice and Guidance:
Understanding Requirements: We can explain the specific requirements and procedures for changing a company secretary in Hong Kong, including board resolutions, notifications to the Companies Registry, and updating company records.
Regulatory Compliance: We will ensure that all actions taken adhere to the Companies Ordinance and other relevant laws.
2. Drafting Necessary Documents:
Board Resolutions: We can draft the necessary board resolutions for appointing the new company secretary and changing the registered office address, if applicable.
Notifications: We can prepare the required notifications to the Companies Registry, such as Form ND2A.
3. Filing and Submission:
Efficient Filing: We can handle the submission of documents to the Companies Registry, ensuring timely and accurate filing.
Fee Payment: We can assist with the payment of any required fees.
4. Due Diligence:
Background Checks: We can conduct due diligence on the new company secretary to ensure their suitability for the role.
Legal Compliance: We can verify that the new company secretary has the necessary qualifications and legal standing.
5. Smooth Transition:
Handover: We can assist in coordinating the handover of responsibilities between the old and new company secretaries.
Record Updates: We can help update the company's internal records to reflect the change in company secretary.
6. Ongoing Support:
Post-Change Advice: We can provide ongoing advice and support after the change is completed, ensuring compliance with ongoing regulatory requirements.
By engaging Bestar, you can streamline the process of changing your company secretary, minimize risks, and ensure that all legal and regulatory requirements are met.
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