Last updated 4 September 2026.
Appoint the new company secretary, then deliver Form ND2A to the Companies Registry within 15 days. One form covers both sides of the switch — the outgoing secretary ceasing and the incoming one being appointed. Miss the fifteen days and section 652 makes it an offence for the company and every responsible person of it: a fine of up to HK$25,000 each, plus HK$700 for every day it stays unfiled.
The filing is the easy part. What goes wrong in a change of secretary is almost never the form — it is the handover: registers that never arrive, a deadline nobody inherits, and a provider with no incentive to help you leave.
What has to happen, in order?
- Appoint the new secretary. Under the model articles this is a decision for the directors, so a board resolution is the usual instrument. Check your own articles — a company that adopted bespoke articles may have a different mechanism.
- Get the incoming secretary's written consent and the particulars section 650 requires for the register.
- File Form ND2A within 15 days, recording the cessation and the appointment together.
- Update the register of company secretaries — the company's own statutory register, which is separate from the Registry filing.
- Collect the records. Registers, the significant controllers register, past filings and the incorporation documents. This is the step that stalls.
Which form: ND2A, ND2B or ND4?
Three different Companies Registry forms touch company secretaries, and using the wrong one means the change is not on the record even though you filed something.
| Form | Full title | When you use it |
|---|---|---|
| ND2A | Notice of Change of Company Secretary and Director (Appointment/Cessation) | An ordinary switch. Someone leaves the post, someone takes it. This is the one you almost certainly need. |
| ND2B | Notice of Change in Particulars of Company Secretary and Director | The same secretary stays in post but their details change — a new address, a new name, a new identity document number. |
| ND4 | Notice of Resignation of Company Secretary and Director | Filed by the officer resigning, not by the company. Useful when the company will not file. |
The common error is ND2B. A company changing provider files a change of particulars, believing it has reported the switch, and the Registry record still names the old secretary — with the fifteen days quietly running out underneath.
How long do you actually have?
Section 652(1) and (2): where a person is appointed as company secretary, or ceases to be one, or their registered particulars change, the company must deliver notice in the specified form to the Registrar within 15 days of the appointment, cessation or change.
Fifteen days, not fifteen business days, and the clock starts at the event rather than at the point you get round to the paperwork. There is no equivalent of the annual return's escalating fee scale here — no sliding scale to land in, and no cheaper band to file within. There is just the deadline, and then the offence.
What happens if you miss it?
Section 652(3): the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 — HK$25,000 under Schedule 8 to the Criminal Procedure Ordinance (Cap. 221) — plus a further fine of HK$700 for each day the offence continues.
Note where the liability lands. "Every responsible person" reaches the directors individually, not just the company. And the daily element means the exposure is a function of how long the record stays wrong, which in a botched handover can be months — nobody discovers it until someone runs a company search and finds a secretary who resigned last year.
Who can be appointed?
Briefly, because it disqualifies more candidates than people expect. Section 474(4) requires a company secretary who is a natural person to ordinarily reside in Hong Kong, and a body corporate to have its registered office or a place of business here. Section 475(2) then bars the sole director of a private company from also being its secretary, and section 475(3) closes the workaround by barring a body corporate whose sole director is that same person.
Providing the service commercially is separately regulated: a firm acting as company secretary for clients needs a trust or company service provider licence. Ask for the licence number and check it on the Companies Registry's public TCSP register before you appoint.
What about the statutory registers?
This is where switching providers gets difficult, and it is worth being clear about the principle: the registers are the company's property, not the provider's. They are not a service deliverable being withheld pending payment; they are company records the company is obliged to keep.
Section 648(1) and (3): a company must keep a register of company secretaries, and must keep it at the company's registered office or at a prescribed place.
The same pattern applies to the register of directors and the other statutory registers. If the place where they are kept changes — which it does when you move from your old provider's office to your new one — section 648(4) and (5) require notice to the Registrar in the specified form, Form NR2, Notice of Location of Registers and Company Records, within 15 days. Section 648(6) spares you that filing if the registers have always been kept at the registered office and stay there.
Does the registered office move too?
Usually, yes — most secretarial providers also provide the registered address, so leaving one means leaving both. That is a second, separate filing: section 658(3) requires notice of a change of registered office on Form NR1 within 15 days.
And there is a trap in section 658(4) worth repeating here, because a handover is exactly when people fall into it: stating the new address in your annual return does not satisfy the duty to notify the change. They are different filings with different deadlines. We covered that, and what the annual return does require, in the guide to the NAR1 deadline.
Does changing secretary reset the annual return deadline?
No — and this is the single most expensive misunderstanding in a handover. Under section 662(2) the return date is the anniversary of the company's incorporation. It does not move when officers change, when providers change, or when the registered office changes. The new secretary inherits whatever deadline already existed.
The failure is predictable. The outgoing provider stops watching the date the moment it is dismissed; the incoming one assumes the year in progress was already handled; the anniversary passes in the gap. Nobody is being negligent, and the company still ends up with a late annual return and a registration fee eight times what it should have been.
So: get the return date confirmed in writing, from the certificate of incorporation, as part of the handover. If a prospective secretary cannot tell you your return date in under a minute, that is useful information about them.
What if your current provider will not cooperate?
It happens, usually over a disputed final invoice. Three things are worth knowing.
First, the company's duty to file under section 652 does not depend on the outgoing provider's goodwill. The incoming secretary can prepare and file Form ND2A.
Second, a secretary who wants out is not trapped either: Form ND4 lets the resigning officer notify the Registrar directly, without waiting for the company.
Third, the records are the company's. A provider may have a legitimate claim for unpaid fees, but that is a debt to pursue; it is not a reason the company's statutory registers can be kept from it. In practice, a written request naming the specific records and the sections under which the company must keep them tends to resolve matters faster than an argument about the invoice.
What to ask before you appoint anyone
- What is my return date? They should answer from your incorporation certificate immediately.
- What is your TCSP licence number? Then check it on the public register.
- Which filings are included, and which are billed? A change of director, a change of address, a share transfer — the ones that actually recur.
- Where will my registers be kept, and will that require an NR2?
- Who answers when I ask something, on what channel, and how quickly?
Thinking of moving your company secretary?
818hi.com and laulega.com are both operated by LAULEGA LIMITED, a Hong Kong licensed trust or company service provider. We handle the ND2A, chase the records out of your old provider, and confirm your return date in writing before anything else happens.
See the compliance serviceFrequently asked questions
How long do I have to notify a change of company secretary?
Fifteen days from the appointment, cessation or change of particulars — section 652(1) and (2), Cap. 622.
Which form do I use?
Form ND2A for an ordinary switch, covering both the cessation and the appointment. ND2B is only for a change of particulars of someone staying in post; ND4 is filed by an officer resigning.
What is the penalty for filing late?
Section 652(3): the company and every responsible person each face a fine at level 4 — HK$25,000 — plus HK$700 for each day the offence continues.
Does it change my annual return deadline?
No. The return date is the anniversary of incorporation under section 662(2) and does not move when officers or providers change. The new secretary inherits it.
What must the outgoing secretary hand over?
The statutory registers and company records, which belong to the company rather than the provider. If the place they are kept changes, file Form NR2 within 15 days under section 648(4) and (5).
What if my provider refuses to file?
The incoming secretary can file the ND2A; the company's duty under section 652 does not depend on the outgoing provider. A resigning officer can also file their own ND4.
Statutory references are to the Companies Ordinance (Cap. 622) and the Criminal Procedure Ordinance (Cap. 221) as in force at the date above; form numbers and titles are the Companies Registry's specified forms. Reviewed by Di Ma, responsible officer of LAULEGA LIMITED, a Hong Kong licensed trust or company service provider (TCSP licence TC000573). General information about Hong Kong law, not advice on your particular company — check the current position before you rely on it.