Changing Company Secretary: What to Prepare, How Long It Takes, and Whether Compliance Lapses

At a glance

Service terms, fees and refund arrangements are as set out in the terms of service and on the order page.

When is it worth switching?

Being dissatisfied is not, by itself, a reason. But in the following situations, staying usually costs more than moving:

1. Enquiries go unanswered. Business decisions wait on documents and confirmations; three to five days of silence is a cost that is hard to quantify and very real.

2. Everything is billed as an extra. The annual fee looks cheap, then changing the address, changing a director, issuing shares and producing a single document are each charged separately. Compare the three-year total, not the first-year quote.

3. Nobody reminds you. The most practical value in a company secretary service is a reminder before the deadline. Late annual return registration fees escalate by how late you are — one of them can wipe out a year of fee difference.

4. Secretary, accounting and audit sit with three different providers. At year end, all three wait on each other, and the time goes into relaying messages.

5. Everything runs on email and paper. Finding a document from three years ago means searching an inbox.

The four steps

1. Start with a status review. This matters more than it sounds — plenty of companies do not know, before they move, that they have an outstanding filing, an out-of-date significant controllers register, or director particulars that no longer match the Companies Registry’s records. Find out first, and you know what has to be caught up after the transfer. We review this free of charge — call +852 9671 2165 or use the contact form.

2. Recover the documents from the outgoing provider. Checklist below. This is usually the slow part, and we can request them on your behalf.

3. File the statutory notice of change. We prepare and file the statutory notice of change of company secretary with the Companies Registry; if you are moving the registered office at the same time, the notice of change of registered office address goes with it. You only sign.

4. Handover complete. Once the Companies Registry confirms the change we formally take over. Everything is organised and uploaded to the client portal, so any document can be found later.

Which documents do you need back?

The key point: these documents belong to the company, not the service provider. The outgoing provider has a duty to hand them over. Where something has been lost, copies of certain documents can be applied for from the Companies Registry.

How long, and does compliance break?

3–7 business days in total, and the main variable is how quickly the outgoing provider releases the documents. The Registry step is not the bottleneck — its service pledge for electronic filing is registration within 12 hours.

Compliance does not go dark. The incoming secretary takes effect as the outgoing one steps down — there is no day on which the company has no secretary, and the annual return, SCR maintenance and the rest are covered throughout.

What if the outgoing provider will not cooperate?

This is the most common worry, and the answer is: it does not stop you leaving.

Changing company secretary is the company’s decision and does not require the outgoing provider’s consent — the notice is filed by the company and processed by the Companies Registry under the statutory procedure. The only thing an uncooperative provider can delay is handing back the documents.

On the documents themselves, the company’s records belong to the company. If they are withheld, you can obtain from the Companies Registry the copies that are available so that the transfer proceeds anyway; where it turns into a genuine dispute, take advice from a solicitor — that step is a legal process and outside the scope of a company secretary service.

What does it cost?

The annual secretary fee covers the statutory secretarial duties — the annual return, maintaining the significant controllers register, filing notices of change in company particulars, and compliance reminders. The registered address is a separate service, added only if you need it. Saying so plainly avoids a surprise on the invoice later.

Termination and refunds are as set out in the terms of service: ending a service in progress requires 14 days’ written notice; a refund is calculated against work already done, and government fees already paid are not refundable.

Moving your accounting across too?

If bookkeeping comes with it, you will also need:

• Trial balance — as at the most recent month
• Chart of accounts — your existing categories
• Bank statements — the last twelve months
• Accounts receivable and payable detail — if applicable

Migrating accounting data typically takes 2–4 weeks, depending on how complex the books are. Normal bookkeeping continues during migration; where there are errors or gaps in the existing records they are tidied up as part of the work, so the figures line up after the handover.

While you are at it, there is one thing worth doing: look again at how often the books are kept. The real reason many companies move their accounting is not a bad provider — it is that the books are done once a year, so there is nothing to look at mid-year. See monthly or annual bookkeeping.

A statutory audit is performed by a practising CPA; we handle the bookkeeping and prepare the year-end file.

Common questions

Will compliance be interrupted during the transfer?

No. The incoming secretary takes effect as the outgoing one steps down, and the statutory duties are covered throughout.

Do I have to move the registered address at the same time?

No — the two are separable. The secretary can move while the address stays where it is. But if the address is currently provided by the outgoing provider, it has to be dealt with too, or government post goes to somewhere nobody is handling. The procedure is in changing your registered address.

Is there a minimum contract term?

Under the terms of service, ending a service in progress requires 14 days’ written notice, with any refund calculated against work already done.

What if the review turns up an outstanding filing?

Deal with it first. That is what the status review is for — an overdue annual return does not disappear because the secretary changed, and the late registration fee keeps running. What happens if it is left longer: leaving a company unattended.

Can I have the review done before deciding?

Yes. The status review is free, and the result is useful information even if you decide to stay put.

Know where you stand first

Whether to switch is the second question. The first is knowing what your company’s compliance position actually is — otherwise there is nothing to compare.

Call +852 9671 2165, talk to us first, or get started.

This article is general information and does not constitute legal advice. Statutory forms, procedures and government fees are governed by the Companies Ordinance and the Companies Registry’s latest published guidance; service fees, termination and refund arrangements are as set out in our terms of service and on the order page; a dispute over documents warrants advice from a solicitor.