Corporate changes

Filing deadlines are short

Most registries give only a couple of weeks to report a change. In Hong Kong, the appointment or cessation of a director or company secretary is reported on Form ND2A within 15 days. In the UK, changes to directors, secretaries and people with significant control must be reported to Companies House within 14 days, and new shares allotted within one month.

Late filing can bring fines on the company and its officers. It also leaves the public record out of step with reality, which causes problems when a bank or counterparty checks the register.

• Hong Kong: director or secretary appointment or cessation within 15 days
• UK: director, secretary or PSC changes within 14 days
• UK: allotment of new shares within one month

What each common change involves

Appointing or removing a director usually needs a board or shareholder resolution, the new director's consent, a registry filing and an update to the register of directors. If the director is a controller, the beneficial ownership records change too.

Transferring shares needs a transfer instrument signed by both sides, board approval where the articles require it, updated registers and new share certificates. A transfer of shares in a Hong Kong company is chargeable to Hong Kong stamp duty: 0.1% of the consideration or value on each of the bought and sold notes, plus a fixed duty of HK$5 on the instrument of transfer (IRD, as of September 2026). The documents are stamped with the IRD Stamp Office before the transfer is registered.

Changing the company name generally needs a special resolution of shareholders, a name check at the registry and a filing. The registry then issues a certificate of change of name. Remember to update your bank, contracts, website and licences afterwards.

Beneficial ownership records change too

Most jurisdictions now keep a register of the people who ultimately own or control a company. Hong Kong calls it the significant controllers register, the UK the register of people with significant control, and offshore jurisdictions hold the information with the registered agent or a central authority.

When shares move or control changes, these records must be updated within the local deadline. We update them as part of the same order, so the change is complete and consistent everywhere.

Tell your bank

Banks treat a change of director or owner as a new KYC event. Many require notice before or shortly after the change and will ask for the updated registers and the new person's documents.

We give you a pack with the filed forms and updated registers so you can send it straight to the bank. Doing this promptly avoids account restrictions.

Issuing new shares or changing share classes

Bringing in an investor usually means issuing new shares rather than transferring existing ones. The directors need authority to allot, which may come from the articles or from a shareholder resolution, and existing shareholders may have pre-emption rights to be offered the shares first.

Creating a new class of shares, such as non-voting or preference shares, normally means amending the articles. That requires a special resolution in most jurisdictions and a filing of the amended constitution.

After the allotment we file the return of allotment, issue share certificates and update the register of members. If the new shareholder becomes a controller, the beneficial ownership records are updated at the same time.

• Check authority to allot and any pre-emption rights
• Amend the articles if a new share class is needed
• File the allotment and update the register of members
• Issue share certificates and update controller records