TL;DR
- The directors appoint the new secretary by board resolution. The old one resigns or is removed.
- Form ND2A and, if the registered office moves, form NR1 are due at the Companies Registry within 15 days. No government fee.
- Collect the minute book, statutory registers, SCR and certificates from the old firm in one go.
- We usually finish a switch within about a week of the records arriving. You don't need the old firm's permission.
- Time it to your renewal date if you can, since prepaid fees may not be refunded.
The four steps
The first step is appointing the new secretary. Under the model articles the directors appoint and remove the company secretary, so a board written resolution does it. The same resolution usually moves the registered office to the new provider's address and replaces the old firm if it's the designated representative on your Significant Controllers Register. The new secretary normally signs a consent to act, which is common practice, since the ND2A only asks new directors for one.
Second, the outgoing secretary resigns or the board removes them. Check your engagement letter for a notice period (30 days, say) and for its refund terms. Don't assume the unused part of a prepaid year comes back, and time the switch to your renewal date if you can.
Third come the Companies Registry filings. One ND2A covers both the cessation and the new appointment, an NR1 covers the change of registered office, and both are due within 15 days of the change with no government fee. The duty to file sits with the company and its officers, though in practice the new secretary does the filing.
The last step is moving the records. The old secretary hands over the minute book, the statutory registers, the Significant Controllers Register, the original Certificate of Incorporation and Business Registration Certificate, the articles, and the company chop if they hold it. Get everything in one go and check the registers are complete before you sign off.
What to check before you switch
Look first at where your Business Registration renewal is in the cycle. The Inland Revenue Department posts the demand note to the business address on its records about a month before the certificate expires. The Registry tells the IRD about a new registered office automatically, but the business address is a separate entry, updated through the one-stop option on an electronic NR1 or by writing to the IRD within one month. Miss that and the note goes to your old provider.
Check whether anything is overdue as well. A late annual return stays the company's problem whoever the secretary is, and a private company's HK$105 fee becomes HK$870 after 42 days, rising in stages to HK$3,480 after nine months. Sort it out before or during the switch.
If the old provider is also your accountant, decide whether you're moving both. Splitting them is fine, but the two firms will need to talk to each other at audit time.
Then check the new provider is licensed. Anyone acting as company secretary for clients as a business in Hong Kong needs a TCSP licence unless they're a legal or accounting professional, a bank or an SFC-licensed corporation. For everyone else, search the licence number on the Companies Registry's TCSP register before you sign anything.
How long it takes
The filings take a day to prepare and submit. The handover of records is what sets the pace, and that depends on how organised the old firm is. We usually complete a transfer within a week of receiving the records, and the client does nothing except sign the resolution.
What Peblx charges
HK$8,800 a year all-in for company secretary, registered address, mail handling and scanning, the annual return and the BR renewal, with the government fees for those two included. We handle the whole handover from your existing firm, including chasing the records.
You don't need your current secretary's permission to leave, because under the model articles the directors decide who the secretary is. Send us the company name and we'll tell you exactly what the switch involves for your situation.
