Switching company secretary when work is still unfinished

An annual return marked “being handled” is an open item until someone can show what was filed and when. When a company changes secretary, that distinction belongs in the handover record before the appointment date is agreed.

IMSG can coordinate an agreed handover, request available company records and identify pending work. The written engagement should say which matters we will take over, which remain with the outgoing provider and which need separate reconstruction or advice. Directors remain responsible for the company and for providing accurate instructions.

Agree the appointment and the open work together

Start with the current position: the existing secretary, registered office, latest annual return, statutory registers, Significant Controllers Register and any correspondence from the Companies Registry or IRD. Include work that has been paid for but remains incomplete. A receipt for professional fees does not prove that a statutory filing was delivered.

The company-secretary appointment or cessation must be reported on Form ND2A within 15 days after the relevant event. The Companies Registry's guidance explains the notice and the separate role of an outgoing secretary's Form ND4 in the circumstances described there. Agree the effective dates and filing responsibility; changing providers does not give the company a fresh deadline for overdue work.

Address services need a separate decision. If the outgoing provider supplies the registered office, confirm whether that address can remain in use after the secretary changes. A registered-office move has its own notification, and official mail needs a workable destination throughout the handover. The appointment and address do not have to be treated as one indivisible service.

Use a handover sheet that can show a gap

For every material item, record “received”, “missing” or “not applicable”, then add the evidence and next action. “Requested” is useful progress information, but it is not the same as “received”.

The sheet is a suggested working tool, not a statement that every handover involves these gaps. Keep the original documents and acknowledgements alongside it. Where a record is unavailable, say precisely what is absent: a register, signed resolution, filing copy or evidence of delivery. Different gaps need different work.

Consider a fictional company that has paid its outgoing provider for an annual return, but can produce only the invoice. The incoming secretary checks the available Registry record, requests the submitted form and acknowledgement, and records the approaching deadline. The engagement then names who will resolve the filing. Nobody assumes that payment, a draft or a verbal assurance has completed the matter.

Missing records and disputed access

Public Registry filings can help check the history. They cannot recreate every signed resolution, share certificate, private agreement or accounting record. Rebuilding records may require directors' explanations, other source documents and legal advice about a disputed event. A reconstructed schedule should state its evidence and limitations; it should never pretend that an unsigned document was signed at an earlier date.

Ask the outgoing provider for an itemised handover inventory and keep the request. Also confirm the practical format: original paper records, readable electronic copies and usable accounting exports can serve different purposes. Transfer access through company-controlled permissions where available. Do not circulate personal passwords or assume that a former provider's software subscription transfers with the appointment.

Access to statutory company records, a provider's working papers and ownership of advisory material can raise different contractual or legal questions. A disagreement about fees or documents should be identified early and referred for legal advice where needed. It should not disappear from the action sheet simply because a new provider has been appointed.

Fees and the first records to send

IMSG's published annual company-secretary service is HK$2,000, and the IMSG SCR designated representative service is HK$1,000 a year. The HK$3,000 combined annual figure is separate from the work required for a particular handover. Government fees, optional registered-office and mail services, overdue matters and additional corporate actions are addressed separately unless the written quotation includes them.

To discuss a company-secretary handover, send the latest annual return, the outgoing provider's details, your preferred change date and any known missing records or approaching deadlines. A clear list of unfinished work lets the scope and timetable be agreed before the move.

These illustrative scenarios explain common administrative issues. They do not describe specific clients or guarantee an outcome. Legal and tax questions require advice on the circumstances concerned.

General information checked on 26 October 2026. The company's circumstances and written engagement determine the work required. This is not legal advice.