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Every Hong Kong limited company must have a company secretary. The company secretary is not just an ordinary office worker; he or she is a senior official responsible for ensuring statutory compliance within the company. He or she is required to maintain statutory records, submit annual reports on time, and notify the company registry when there are changes in company data. The following section explains the duties of the company secretary under the Company Ordinance, who can be appointed as such, whether directors can concurrently hold the position, and what the risks are of doing it in-house versus outsourcing.
What is a company secretary?
The company secretary system originated in Great Britain. In Hong Kong, it is called a company secretary; in Mainland China, listed companies have board secretaries. A company secretary is different from a secretary who is responsible for taking phone calls and arranging schedules on a daily basis.Senior personnel of the company It is responsible for ensuring that the company operates in accordance with the law and serves as a liaison between the company and government departments.
Article 474(1) of the Company Regulations stipulates that: The company must have a company secretary. At the time the company was established, the company secretary listed on the incorporation form was the first secretary of the company from the date of incorporation. Listed companies must also meet the requirements for company secretary qualification set out in the Listing Regulations.
Who can be a company secretary?
A company secretary can be an individual or a company (body corporate). The conditions are set out in section 474(4) of the Companies Ordinance:
- Individual: Must normally reside in Hong Kong.
- Body corporate: The registration office must be located in Hong Kong, or have a business location in Hong Kong..
Can a director also act as company secretary?
Generally yes, but section 475 has two exceptions:
- In the case of a private company with only one director, that director may not concurrently serve as the company secretary..
- For a private company with only one director, its company secretary cannot be a company that likewise has that director as its sole director.
Therefore, in the case of a private company with only one director, you must find someone or an organization to serve as the company secretary; in the case of a company with two or more directors, One of the directors may also serve as a member..
Do you need a licence to be a company secretary?
The directors or employees of your own company serve as the company secretary; No license required But if it is by way of business Serving as a secretary for other companies or providing registration office addresses constitutes "trust or company services" as defined in the Anti-Money Laundering and Terrorist Financing Act; Businesses must have a license issued by the company registration office; operating without a license is a crime. (Chapter 615, Appendix 1, Article 53F).
Duties of a company secretary
The duties of a company secretary include everything from the company's establishment to its dissolution, and mainly include the following: Each item has a legal deadline; failure to meet it may result in a fine..
Keeping statutory registers
Companies must maintain records of members (shareholders), directors, company secretaries, and important controlling persons.Even if the company does not have a significant controlling person, a register of significant controlling persons must be kept. (Article 653H). Statutory records also include written resolutions and minutes of meetings of members and directors, which must be kept at the company registration office or at a designated location notified to the company registration office by the company.
Preparing and filing the annual return
Private companies must do so within 42 days of the anniversary of their founding each year. Submit the annual report form (NAR1) to the company registration office (Article 662). Private companies generally only need to fill out company information; only in the circumstances listed in Article 664(4) (such as when the number of members exceeds the limit), documents must be attached as required by public companies.
Further reading: What is an annual return
Reporting changes in company particulars
The appointment or resignation of directors, company secretaries, or any changes in their information; The company must notify the company registration office within 15 days. (Article 652). For changes in registration address, share distribution and transfer, there are also designated forms and deadlines.
Further reading: Share transfer documents and process, Change of registered address
Business Registration Certificate renewal and changes of particulars
Business Registration Certificates are issued for one year or three years and must be renewed before they expire; if the business name, address or nature changes, you must also notify the Business Registration Office.
Further reading: Business Registration renewal
Organising meetings and other work
Organising and minuting board meetings and general meetings, handling share transfer documents, safekeeping the company's statutory documents, and assisting with deregistration when the company ceases business.
Further reading: How to deregister a company
What legal responsibilities does a company secretary have?
The company secretary is a senior official of the company. When the company violates the reporting requirements under the Company Regulations, the regulations generally state that: The company and each of its responsible individuals are criminally liable. For example, if an annual return is not delivered on time, the company and every responsible person are liable to a level 5 fine, plus a further HK$1,000 for each day the offence continues (section 662(6)); for late notice of a change of company secretary, a level 4 fine applies, plus a further HK$700 for each day the offence continues (section 652(3)).
If the annual return is filed late, the Companies Registry's registration fee also increases according to the length of the delay:
| Time of delivery | Registration fee (HK$) |
|---|---|
| Within 42 days of return date | 105 |
| Up to 3 months late | 870 |
| More than 3 months late, but not more than 6 months | 1,740 |
| More than 6 months late, but not more than 9 months | 2,610 |
| Over 9 months late | 3,480 |
Can a company secretary do it themselves? Doing it yourself versus outsourcing
If you meet the requirements in Section 2, you can have your own person serve as the company secretary. The advantage of doing it yourself is that you save on service fees and have a clearer understanding of the company’s compliance status; the downside is that you have to remember all the deadlines yourself and take responsibility for any mistakes.There are two most common mistakes.:
- Late delivery of the annual return: you only find out you missed the deadline when you receive a penalty notice.
- Failing to report changes within 15 days: after a change in directors or shareholders, the Companies Registry is not notified, and the statutory registers no longer match the actual position.
If you outsource to a licensed secretarial firm, they will proactively remind you of deadlines, prepare and file documents on your behalf, and handle change notifications.
| Comparison item | Doing it yourself | Outsourcing |
|---|---|---|
| Direct cost | No service fee, but it takes time | Per the provider's quotation |
| Expertise | You must master it yourself | Handled by the provider |
| Risk of errors | Higher, borne by you | Lower, checked by the provider |
| Time commitment | Needs regular follow-up | Mainly providing information |
| Suitable for | Companies familiar with company law and with simple businesses | Most start-ups and SMEs |
Only do it yourself if you meet these 3 conditions
- Be familiar with the main provisions of the Companies Ordinance and the filing procedures, or have a background in company secretarial work.
- Companies with simple operations: few shareholders and directors, a stable structure and few changes.
- Have time to follow up regularly: you will not forget statutory deadlines because the business is busy.
Even if all three conditions are met, It is recommended to set reminders for each reporting period using the calendar. For matters that are uncertain, it is more cost-effective to seek professional advice early rather than resorting to later remedies.
How do you choose a company secretary service?
- Check the licence: ask the provider for its Trust or Company Service Provider licence number, and verify it by name or licence number on the website of the Registry for Trust and Company Service Providers.
- Ask about fees: apart from the basic monthly or annual fee, check whether the annual return, company changes, rush service or extra copies of documents are charged separately, and confirm the full fees before signing.
- Data confidentiality: a secretarial firm will have access to the company's statutory documents and shareholder information, so find out how they safeguard them.
- Whether they can also handle accounting and tax filing: having the same team follow up saves the time of referrals between different firms.
FAQ
Who can act as company secretary?
An individual must ordinarily reside in Hong Kong; a body corporate's registered office must be in Hong Kong, or it must have a place of business in Hong Kong (section 474(4)). Acting as secretary for other companies by way of business also requires a Trust or Company Service Provider licence.
Can a director also act as company secretary?
In the case of a private company with only one director, The director cannot hold dual positions. If there are two or more directors, one of them may serve as the chairman (Article 475).
How do you change the company secretary?
The board passed a resolution appointing a new company secretary, and Submit a notification to the company registration office within 15 days after the appointment. The original secretary is suspended; they must also notify within 15 days (Article 652). Notifications of appointment or suspension are made using form ND2A; changes to company secretary information are made using form ND2B (Common Questions from the Company Registration Office).
If I do it myself now, can I outsource it later?
Yes. The company may change the company secretary at any time; the notification can be submitted using the same method as described above, and the legal documents can be handed over to the new company secretary.
Source: Hong Kong’s Companies Ordinance (Cap. 622). This article is for reference only; the text of the Ordinance prevails.
Summary
A company secretary has no control or ownership of the company, but must ensure the company operates in accordance with the law day to day; where the company breaches reporting requirements, the company secretary, as a responsible person, may also be prosecuted. Companies with simple businesses and a good knowledge of the regulations can do it themselves; in other cases, handing it to a licensed secretarial firm is the safer choice.
Langfeng Commercial Advisory holds a Trust or Company Service Provider license (TC009022), providing corporate secretarial services.Annual fee HK$1,500 And it can be handled by the same team for accounting and tax filing.
If you need to appoint a licensed firm as your company secretary, see SetupHK's Company secretary.
