I have submitted a Form NC1A before 11 July 2008 and have not yet reported the company's registered office address, first director(s) and secretary. What shall I do to report these details on/after 11 July 2008?

In a case where a director or the secretary of the company resigns, is it necessary for the resigning director/secretary to file a Form D4 if the company has already notified the Registrar of Companies of the resignation in the specified form D2A?

The existing director resigned and a new director was appointed on the same date. Should the resigning director or the new director sign the Form D2A to report these changes in directors?

Under what circumstances can a Reserve Director be nominated?

Is it mandatory to nominate a Reserve Director?

Can a sole director of the company act as the secretary too?

I have submitted a Form NC1A before 11 July 2008 and have not yet reported the company's registered office address, first director(s) and secretary. What shall I do to report these details on/after 11 July 2008?

You have to use the revised Form R1 (Notification of Change of Address of Registered Office) to report the registered office address. As for the company's first director(s) and secretary, you have to report their appointments in the revised Form D2A (Notification of Change of Secretary and Director (Appointment/Cessation)). The first director(s) should sign the "Consent to Act as Director" in the Form D2A.

In a case where a director or the secretary of the company resigns, is it necessary for the resigning director/secretary to file a Form D4 if the company has already notified the Registrar of Companies of the resignation in the specified form D2A?

If the company has already filed the Form D2A to report the resignation of its director/secretary, it is not necessary for the resigning director/secretary to file the Form D4. It is only when the resigning director/secretary has reasonable grounds to believe that the company will not give notification of this fact to the Registrar of Companies that a Form D4 should be filed.

The existing director resigned and a new director was appointed on the same date. Should the resigning director or the new director sign the Form D2A to report these changes in directors?

If the form is signed on the effective date of change, it can be signed by the resigning director or the new director. However, if the form is signed after the effective date of change, it should be signed by the new director.

Under what circumstances can a Reserve Director be nominated?

According to section 153A(6) of the Companies Ordinance, a private company which has only one individual member and that member is the sole director of the company may nominate a natural person who has attained the age of 18 years to be the Reserve Director to act in the place of the sole director in the event of his death.

Is it mandatory to nominate a Reserve Director?

No. It is an option available to the company. A company which satisfies the criteria set out in section 153A(6) of the Companies Ordinance may choose to nominate a Reserve Director at any time.

Can a sole director of the company act as the secretary too?

No. Section 154(1B) of the Companies Ordinance expressly prohibits the sole director from acting as the secretary. Besides, section 154(4) of the Companies Ordinance provides that a private company cannot appoint a corporate secretary if the sole director of the corporate secretary is also the sole director of the company.