Company secretary in Hong Kong : the complete guide

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To be in compliance with the Hong Kong laws, limited companies must have one director, one company secretary and a registered office address in Hong Kong. It is therefore necessary to meet all of these requirements before to start the incorporation of your limited company in Hong Kong. In this article, we will focus on the role and responsibilities of the company secretary.

Who may be appointed as company secretary in Hong Kong?

According to section 474 of the Companies Ordinance, every company in Hong Kong must have a company secretary. Specifically, the company secretary of a company must be either an individual person ordinarily residing in Hong Kong or a body corporate having its registered office in Hong Kong and licensed with the Hong Kong Trust and Corporate Service Provider (TCSP). All about our corporate secretarial services in Hong Kong.

The Companies Ordinance states also in its section 475 that a director of a company may be a company secretary of the company, unless the company have only one director. In that event, a company secretary different from the director must be appointed.

What is the role of a company secretary in Hong Kong?

We may define the company secretary as a bridge that links the company and the Hong Kong authorities, such as the Companies Registry and the Inland Revenue Department. The company secretary serves also as the primary point of contact for all legal and administrative concerns. The company secretary’s position is therefore important in order to assist businesses to run smoothly.

The company secretary is essentially in charge of the corporate governance, according to the directions or instructions received by the board of directors of the company. They have to ensure compliance with Hong Kong laws and regulations and communicate regularly with the shareholders and the directors of the company.

The function of a company secretary includes the following:

  • Incorporation of company in Hong Kong;

  • Preparation and filing of the Annual Return form with the Companies Registry (this form must be submitted to the Companies Registry on an annual basis);

  • Preparation and filing of the minutes and resolutions, such as appointment and resignation of directors, share transfer, increase or reduction of the share capital, change of the company name, etc.

  • Maintain and update the statutory documents of the company;

  • Liaise with the Hong Kong authorities and various professionals regarding company secretarial and statutory compliance matters;

  • Advise the board of directors of the company on corporate governance, compliance and legal issues that may arise on time to time.

It is needless to say that the role of a company secretary is not limited on the aforementioned legal obligations.

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What are the responsibilities of a company secretary in Hong Kong?

The company secretary’s primary responsibility is to ensure that the company complies with all applicable laws and regulations in accordance with the Hong Kong Companies Ordinance.

All deadlines and filing requirements with the Hong Kong authorities must be kept in mind by the company secretary. They have to ensure therefore that all corporate paperwork is submitted on time to the authorities in order to avoid any late filing penalties.

They are also responsible to advise the company’s directors on their statutory requirements, as such they must ensure that communication with the company’s directors is done regularly.

The company secretary has a fiduciary duty towards the company as well. As basis of their duty, they need to ensure that decisions are properly made and ratified by the directors and shareholders of the company.

Conclusion

Given the huge responsibility associated with this position, it is important to note that the choice of a competent professional company secretarial is crucial as the functions they perform within the company are critical. In order to minimize potential fines or penalties, it is advisable to outsource the function of company secretary to a qualified company secretary which will ensure that your company remains in compliance with the Hong Kong law and regulations.

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