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What is a Company Secretary in Hong Kong and why do you need one?

Last updated: March 2024

In Hong Kong, when you incorporate a limited company you must appoint a company secretary. This person is a named company representative, and their primary responsibility is to ensure that the company complies with the statutory requirements and regulations of the country. This article will discuss everything you need to know about the roles and responsibilities of a company secretary in Hong Kong.

What is a company secretary in Hong Kong?

A company secretary in Hong Kong plays a critical role in ensuring a company’s compliance with the regulatory and legal requirements under the Hong Kong Companies Ordinance. The position is administrative and carries significant legal and fiduciary responsibilities.

The company secretary acts as the primary point of contact between the company and government bodies, including the Companies Registry. The role also plays a vital role in upholding corporate governance, ensuring the company follows proper procedures and adheres to legal standards.

Why is a company secretary important in Hong Kong?

In Hong Kong, having a company secretary is crucial for several reasons:

1. Mandatory Legal Requirement

Companies Ordinance: The Hong Kong Companies Ordinance mandates that every company registered in Hong Kong must appoint a company secretary. Failure to do so can result in significant fines and penalties.
Administrative Duties: The secretary handles various administrative duties required by law, such as:
- Maintaining statutory registers and records of the company
- Filing annual returns and other documents with the Companies Registry
- Reporting any changes in company information (e.g., directors, shareholders, registered address)

2. Efficient Corporate Governance

Board of Directors Support: The company secretary acts as a key advisor to the board of directors, ensuring their decisions are legally sound and in line with company regulations and good governance practices.
Meeting Management: They are responsible for organizing and attending board meetings and shareholder meetings, preparing agendas, taking minutes, and ensuring proper procedures are followed.

3. Expert Guidance

Complex Regulations: Hong Kong’s business regulations can be complex. A knowledgeable company secretary provides expert guidance on compliance matters, navigating legal requirements, and avoiding potential non-compliance issues.
Risk Mitigation: They help the company stay on top of deadlines and filing obligations, reducing the risk of penalties and legal issues.

4. Communication and Shareholder Relations

Point of Contact: The secretary is a central contact for government agencies, shareholders, and other stakeholders, ensuring timely and professional communication.
Shareholder Management: They assist in managing shareholder records, share transfers, dividend distributions, and other shareholder-related matters.

What does a company secretary do?

The role of a company secretary is multifaceted and pivotal in ensuring the efficient administration and compliance of a company. Their responsibilities span across governance, compliance, legal advisory, and administrative functions.

Key roles and responsibilities of a company secretary

1) Tax compliance:

One of the key roles of a company secretary is to ensure tax compliance. It’s important to understand that dealing with taxes in Hong Kong is straightforward. The secretary makes sure your company follows all tax rules. Here’s what they do:

Registering the company with the Inland Revenue Department (IRD) after it’s formed. This makes sure the government has the company’s details.
Getting extra permission the business might need for tax matters. This is helpful for complex tax issues that need clarification from authorities.
At the end of each financial year, the secretary makes sure the company files tax returns correctly and on time. This helps in getting tax relief and avoiding penalties.

Jay Ahn

Teach For Hong Kong Limited

If you are a small business owner, or any business owner based in Hong Kong, needing an auditor, filing taxes, having a business address, annual secretary filing, and want a very streamlined process at fair price points, I highly recommend Sleek.

Jay Ahn

Teach For Hong Kong Limited

2) Statutory compliance and corporate governance:

When you start a business in Hong Kong, the company secretary must keep all the important documents required by the government. This makes it easy for government agencies to access them when needed. For instance, if there’s a question about taxes, the Inland Revenue Department can check with the company secretary for records.

Also, the company secretary must update the records when there are changes. For example, if a shareholder buys more shares, the secretary updates the shareholder list. To keep shareholders informed about the company’s activities, the secretary also shares reports and accounts with them. In addition, the company secretary also:

Maintains statutory registers (e.g., registers of members, directors, charges).
Files required documents with the Companies Registry on time (e.g., annual returns, directorship changes, share allotments).
Safeguards official company records and the company seal.

Further, there are additional responsibilities on corporate governance:

Advising the board of directors on compliance with best practices and governance codes.
Ensuring adherence to the company’s constitution and any relevant laws and regulations.
Maintaining a strong understanding of HK Companies Ordinance for guidance and compliance.

3) Annual General or Board and Shareholder Meetings:

Your company secretary will arrange and be present at all board of directors or shareholders’ meetings. Before each meeting, they help plan the agenda, take notes during the meeting, and ensure everything is done correctly. After the meetings, they help make sure that any decisions made comply with Hong Kong laws and rules. Their key role is to:

Organize and attend board meetings and annual general meetings (AGMs).
Prepare agendas, taking minutes, and circulating meeting materials.
Facilitate effective communication between the board, shareholders, and regulators.

4) Post incorporation changes:

Even though you selected a specific business entity, or details for your Hong Kong company when you started, you might need to change things later on. Changes could involve adding or removing shareholders or directors, changing the company name, adjusting the share capital, or updating the registered address. When these happen, the company secretary in Hong Kong must handle the paperwork and file it with the registry.

Who can be appointed as a company secretary?

Here’s a breakdown of who can be appointed as a company secretary in Hong Kong, along with the essential qualifications and regulations:

Individual: Any person with the necessary skills and experience can be appointed. There are no age restrictions, but they must give consent to the appointment
Corporate Body: A firm specializing in providing company secretarial services can also be appointed.

Key requirements to appoint a company secretary

Here are the legal requirements to appoint a company secretary:

Ordinarily Resident in Hong Kong: The individual should normally live in Hong Kong.
Sufficient Knowledge and Experience: The individual must possess the necessary knowledge and experience to carry out the responsibilities of a company secretary effectively.
Specific Qualifications for Public Companies: A secretary for a public company must meet at least one of these requirements:
- Member of the Hong Kong Institute of Chartered Secretaries (HKICS)
- Solicitor
- Certified Public Accountant (CPA)
- Has experience in the position of secretary of a public company for at least 3 out of 5 years preceding their appointment

Important note: A company auditor cannot be appointed as a company secretary.

Finn Stolle

LF Digital Solutions Limited

Sleek offers me the easiest company set up I have ever done! I have now created multiple Companies in three different Countries and this was by far the best experience. I would give 10 stars if possible!

Finn Stolle

LF Digital Solutions Limited

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How to choose a company secretary in Hong Kong

Choosing the right company secretary for your Hong Kong business is important, as they play a key role in ensuring compliance and governance. Here’s a guide on how to make the best choice:

Define Your Needs

Company Size and Complexity: Assess your company’s size, operations, and the complexity of its regulatory requirements. A larger or more complex company may need a secretary with greater experience and specialized knowledge.
Industry-Specific Knowledge: Consider if your business operates in a highly regulated industry that might require a company secretary with specific industry expertise.
Budget: Determine your budget for company secretarial services. Understand whether you prefer in-house or outsourced options.Evaluate credentials and experience

Evaluate credentials and experience

Qualifications: Look for a company secretary with relevant qualifications such as membership in the Hong Kong Institute of Chartered Secretaries (HKICS), being a solicitor, or a Certified Public Accountant (CPA).
Experience: Seek a secretary with proven experience in handling companies of similar size and complexity to yours.
Compliance Track Record: Check their track record for timely and accurate regulatory filings and a demonstrated commitment to staying updated with regulations.

Consider key qualities

Communication Skills: A good secretary must possess strong written and verbal communication skills to interact with directors, shareholders, and government bodies effectively.
Proactiveness: Seek someone who takes initiative, anticipates issues, and proactively addresses potential compliance challenges.
Organizational Skills: Managing multiple tasks, prioritizing deadlines, and maintaining meticulous records is essential.

Evaluate technology adoption

Tech-Savviness: Inquire about their expertise with digital platforms, electronic filing systems, and record-keeping and compliance management software. A technologically proficient secretary will streamline processes and increase efficiency.

Seel referrals and check reputation

Referrals: Ask for recommendations from your business network or professional advisors in Hong Kong.
Reputation: Research the professional reputation of the individual or firm. Check online reviews and seek feedback from previous clients.

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Why should you outsource your company secretary?

Why should you outsource your company secretary service to a professional agency?

Professional agencies play a crucial role in company registration and corporate governance in Hong Kong. By selecting an agency as your company secretary during the registration process, it can also act as your company’s address, reducing costs and expediting registration.

Jehu Molina

The Banyan Tree Limited

Sleek is the most straightforward, fast and easy way to set up your business. The team is fast in responding and helpful at all times. It’s been a great decision and an excellent value for money. Strongly recommended.

Jehu Molina

The Banyan Tree Limited

Expertise and Specialization

Deep Knowledge of Regulations: Professional agencies specialize in company secretarial work and possess extensive knowledge of Hong Kong’s Companies Ordinance and other relevant regulations. They stay up-to-date on any changes to ensure your company remains compliant.
Industry-Specific Insights: Some agencies have expertise in particular industries, offering tailored guidance and solutions for your company’s specific compliance challenges.

Time Savings and Efficiency

Focus on Core Business: Outsourcing your company secretarial functions frees up your time and internal resources to focus on your core business activities and growth strategies.
Streamlined Processes: Agencies have established systems and processes for handling filings, record-keeping, and meeting administration, ensuring efficiency and minimizing errors.

Cost-Effectiveness

Reduced Overhead: Hiring a full-time, in-house company secretary can be expensive, especially for smaller companies. Outsourcing to a consultancy often proves more cost-effective.
Scalability: Consultancies offer flexible packages tailored to your specific needs and budget. You pay for the required services and can adjust your service level as your business grows.

Risk Mitigation

Professional Indemnity Coverage: Reputable consultancies carry professional indemnity insurance, protecting your company from potential financial losses caused by errors or omissions.
Avoidance of Penalties: Their expertise helps you avoid costly penalties and potential legal trouble resulting from non-compliance.

Access to a Wider Range of Services

Beyond Basic Compliance: Many consultancies offer additional services such as accounting, taxation, HR support, and business advisory, providing a one-stop-shop solution for your business needs.

Can a company secretary be changed easily in Hong Kong?

Yes, changing a company secretary in Hong Kong is a relatively straightforward process. Here’s why:

Simple Procedure

Resignation or Removal: The existing company secretary can either resign or be removed by a company’s board of directors.
Appointment of New Secretary: The company appoints a new individual or corporate body as the secretary.
Filing with Companies Registry: The company must file the relevant forms with the Companies Registry within 14 days of the change, including:
- Notice of resignation (if applicable)
- Notice of appointment of a new secretary
- Consent to act as secretary (signed by the new secretary)

Minimal Restrictions

The Companies Ordinance in Hong Kong places minimal restrictions on who can become a company secretary as long as they meet the basic requirements (ordinarily resident in HK, sufficient knowledge/experience, etc.).

Fast Turnaround

The process of filing the change with the Companies Registry is usually quick and efficient. Most changes can be completed and updated within a few business days.

Benefits of Easy Change

The ability to change company secretaries easily offers businesses flexibility. This can be helpful in situations such as:

Unsatisfactory Performance: If the current secretary is not meeting expectations, they can be replaced.
Changing Needs: If the company’s requirements or operational structure change, appointing a new secretary with suitable experience can be advantageous.
Partnership Opportunities: If the company wants to engage with a secretarial services firm, they can easily switch providers.

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FAQs

Frequently asked questions

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

The company secretary ensures compliance with statutory requirements, maintains company records, organizes meetings, and handles communication with regulatory authorities.

Is it mandatory to appoint a company secretary for a company registered in Hong Kong?

Yes, it’s mandatory under the Hong Kong Companies Ordinance for every registered company to have a company secretary.

Can a director also act as a company secretary in Hong Kong?

No, a director cannot simultaneously serve as the company secretary. It’s required to appoint a separate individual or corporate entity for this role.

How do I change my company secretary in Hong Kong?

You can change your company secretary by filing the necessary forms and notifying the Companies Registry within the prescribed time frame. Ensure compliance with legal requirements during the transition.

What qualifications or experience does a company secretary need in Hong Kong?

A company secretary in Hong Kong should possess relevant knowledge of corporate laws and regulations. While there are no specific qualifications, experience in company secretarial work or legal matters is beneficial.

Author

Liam Thomas

Country Head of Hong Kong SAR at Sleek

Liam brings extensive expertise in addressing the challenges encountered by entrepreneurs and small to medium-sized enterprises, particularly in the fintech and payments sectors. With a wealth of experience spanning the UK, Singapore, China, Australia, and Hong Kong SAR, Liam offers global insights and strategic guidance to drive business success.

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