For a company to change a registered agent in Hong Kong, it would have to follow a certain set of procedures as prescribed by the Companies Ordinance. A registered agent is generally a licensed corporate service provider who helps meet the legal requirements regarding receiving and delivering official letters and maintaining compliance documents. The formalities of change in the registered agent involve updating such records with the Companies Registry in Hong Kong for perpetuation and smooth transition.
- Change of Registered Agent: Appoint a New Agent – The company will have to first make the appointment of a new registered agent prior to filing the change. This is quite an important step, really, because the new agent to be so appointed must be licensed and experienced in corporate services in Hong Kong to perform such vital administrative functions and legal documentation.
- Board Resolution: The board of directors of the Company shall, upon notice, meet to discuss the replacement of the registered agent. After deliberation and discussion during the meeting, they shall pass a resolution allowing the signing of the appointment of the new agent. They should record the resolution, as it also forms part of the internal compliance requirement in the records of the company.
- Notify the Companies Registry: Such approval by the board should be followed by notice to the Companies Registry. This will entail filing of “Form ND2A” in case the new agent’s address is different from the previous agent’s address of record, for change in the registered office address. This should be done in a timely manner to avoid penalties for non-filing.
- Notify the Current Registered Agent: It is an acceptable business practice for the current agent to be formally notified of the action taken. Such a notice is to include the effective date of said change to allow the previous agent to forward documents and conclude outstanding work.
- Document Transfer: The retiring agent should transfer all available records of the company to the successor registered agent. This may include statutory records, financial statements, and other records that are required to be kept on file for regulatory purposes.
In other words, changing a registered agent in Hong Kong is a pretty seamless process if done right. Taking due care at every step will enable the business to transition smoothly towards the new registered agent and also remain compliant with Hong Kong laws.