What is a company secretary? Definition, duties and conditions of appointment in one article
The Hong Kong Company Secretary is a senior management position subject to the Companies Ordinance, responsible for company compliance, submission of important documents and maintenance of statutory records. The legal person must hold a TCSP licence, be a Hong Kong permanent resident over 18 years of age and bear the relevant legal liabilities.
What is a company secretary?
Every company in Hong Kong must have a company secretary, but this secretary is very different from the general secretary in our daily work.
The company secretarial system originated from the United Kingdom and is known as the company secretary in Hong Kong, the secretary of the board of directors in China, and the corporate governance officer in some companies in Taiwan. The company secretary is different from the common secretary, who is a clerk, in that the company secretary is a member of the company's board of directors.Senior Management。
According toSection 474 (4) of the Hong Kong Companies Ordinance, Cap. 622 Under section 3(1) of the Ordinance, a company registered in Hong Kong is required to have a company secretary, and a listed company is required to employ at least one qualified company secretary.
Not just anyone can be a company secretary. A company secretary must fulfil the following requirements:
Bodies Corporate: have a registered office or business address in Hong Kong and must hold a "Trust or Company Service Provider" licence (TCSP licence).
Natural persons: must be Hong Kong permanent residents aged 18 or above
Can I be a director and company secretary at the same time?
This is one of the most frequently asked questions and the answer is that it depends on the number of directors.
This is because a natural person is only required to fulfil the requirement of being 18 years of age or above to take up the post of company secretary.However, when a limited company has only one director, that director cannot also be the company secretary.。
That is to say, if a company has two or more directors, the directors can also act as the company secretary. However, the position of company secretary is not a simple titular role that I will take up if you don't do it. The position of company secretary is to act as a role of communication and liaison between the company and the government, and it is necessary to familiarise oneself with the rules and regulations as a role of regulating the company to ensure that the company operates in compliance with the rules and regulations, and to prevent the company and its management from contravening the rules and regulations, which will make the company legally responsible for the legal liabilities.
A company secretary is required by law for the formation of a limited company and listing of a public company. Company secretarial services are an important part of good corporate governance. The professional requirements of a company secretary cannot be met by ordinary executives, and the company secretary is also required to take up statutory responsibilities. If you cannot find a suitable candidate, you may consider seeking company secretarial services from a company secretarial firm.
Company Secretary Duties
As a statutory requirement for company formation, the company secretary is crucial to corporate governance. The company secretary is required to produce a large number of corporate and government documents for the company, and to monitor the company's operations and decisions in compliance with the law and regulations, as well as to take up legal responsibilities.
The work of a company secretary is extremely wide-ranging, from the birth of a company to its dissolution, there are company secretarial duties that need to be performed, the following are the main duties of a company secretary:
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Prepare and maintain a register of significant controllers
To enhance the transparency of beneficial ownership of corporations in order to fulfil Hong Kong's international obligations, the amended Companies Ordinance (CO) (Cap. 622) requires companies incorporated in Hong Kong to obtain and maintain up-to-date information on beneficial ownership for the purpose of keeping a "register of significant controllers" for inspection by law enforcement officers.
Submission of Annual Returns
The Annual Return is a NAR1 form that must be filed annually by a local private limited company registered in Hong Kong. The Annual Return needs to set out the company's financial statements, shareholders' details and company records for the past year, etc. The Annual Return is a document that contains the company's financial statements, shareholders' details and company records for the past year.
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Business Registration Certificate Renewal and Change of Information
Business Registration Certificates are divided into one-year and three-year certificates. Renewal of the certificate, change of company name, address, business, etc. require written notification to the Business Registration Office.
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Registration and maintenance of statutory registers
Statutory records shall be kept at the registered office of the company or by the company notifying the Registrar of a prescribed place where the records are to be kept.
Statutory records include
I. Register of Directors, Members, Secretary and Significant Controllers;
Written Resolutions of Members and Directors;
iii. minutes of meetings of members and directors; and
IV. Accounting records.
In addition to the above four major duties, the duties of the company secretary include: communicating with regulatory authorities, deregistration of companies and organising and assisting in the holding of directors' and shareholders' meetings.
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Requirements for acting as company secretary
The role of company secretary is not a simple one. It involves being the company's regulatory and legal advisor to ensure that the company is managed in compliance with regulations and is sustainable, and therefore requires other professional qualifications in addition to the statutory requirement of being 18 years of age or older.
Company secretaries need to have basic knowledge of administration, accounting and law. Generally, company secretaries do not need to be professionally qualified, but it is advisable to hire someone with experience or basic knowledge to avoid basic mistakes such as forgetting to submit forms or applying for a business registration certificate.
The requirements for company secretaries of Hong Kong-listed companies are more demanding, and they need to meet the requirements of professional qualifications or experience sufficient to fulfil the duties of the company secretary, which need to be one of the following
1. Members of the Hong Kong Corporate Governance Council;
2. a solicitor or barrister as defined in the Legal Practitioners Ordinance; and
3. accountants as defined in the Professional Accountants Ordinance.
How to find the right company secretary
The company secretary is an important role in a company. If you do not find a suitable director to be elected as the company secretary, you may consider seeking the assistance of a secretarial firm.
Most of the company secretarial services provided by secretarial firms include preparation of minutes of meetings, filing of annual returns, change of registered address and nature of business, change of company name, change of branch particulars, updating of directors' or secretaries' personal particulars, updating and maintenance of registers of companies and registers of significant controllers, etc. By leaving the tasks of communicating with government departments and the filing and preservation of documents to the secretarial firms, companies in general are able to focus more on the development of their business. business development.
A secretarial firm providing company secretarial services is required to meet the criteria of having a registered office or business address in Hong Kong and must hold a "Trust or Company Service Provider" licence (TCSP licence)If you need to find a secretarial company, it is recommended that you can find a company that can provide multiple services, such as accounting and tax services, to eliminate the time required to liaise with different companies and to get along with them.
Frequently Asked Questions
Can anyone be the secretary?
Yes, anyone who is 18 years old or above and is a permanent resident of Hong Kong can be a company secretary.
Can a company director also be the company secretary?
If the company has only one director, that director cannot also be the company secretary; if there are two or more directors, one of them can be the secretary.
How do I change my company secretary?
The Board is required to pass a resolution to appoint a new candidate and to report the change to the Registrar of Companies in the specified form within 15 days from the effective date of the change.
Conclusion
The position of Company Secretary is one that is valued by the company and is required to ensure that the day-to-day operations of the company are in compliance. The Company Secretary has no direct control or ownership over the company, however, if the company is in breach of any of the company's regulations, the Company Secretary will be held liable. The duties of the company secretary are therefore of the utmost importance. Our team of business advisors holds a "Trust or Company Service Provider" licence (TCSP licence) and can provide you with the following servicesCompany Secretarial ServicesWe offer a full range of support to help you get your business up and running quickly, so contact our team today to help you get your business off the ground!