Abstract: If you plan to open a company, you must see that you need to set up a company secretary in the formation process of a Hong Kong limited company, the position of company secretary sounds no different from the usual secretary, so what does a company secretary do? What is the difference between a job title and a general secretary? Below you will tell you about the relationship between a company secretary and a company, its responsibilities and how to find the right secretarial company.
What is a company secretary?
Every company in Hong Kong must have a company secretary, but this secretary is very different from the ordinary secretary in our daily work.
The company secretarial system is derived from the United Kingdom and is called a company secretary in Hong Kong; Known as the secretary of the board of directors in China; In Taiwan, some companies will be designated as corporate governance officers. A company secretary is different from a common secretary, who is a clerk and a company secretary who belongs to the senior management of the company.
According to section 474(4) of the Hong Kong Companies Ordinance (Cap. 622), a company registered in Hong Kong must have the position of company secretary and a listed company must employ at least one qualified company secretary.
A company secretary is not something that anyone can do, and a company secretary must meet the following requirements:
Body corporate: has a registered office or business address in Hong Kong and must hold a Trust or Company Service Provider Licence (TCSP Licence).
Natural person: Must be a Hong Kong permanent resident 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 depends on the number of directors.
This is because a natural person only needs to meet the requirement of being at least 18 years old to hold the position of company secretary, but when a limited company has only one director, the director cannot act as the company secretary at the same time.
That is, if the company has more than two directors, the directors can also act as the company secretary. However, the position of company secretary is not a role that you do not do or I do, simply in name, the position of company secretary is a role in communication and engagement between the company and the government, and it is necessary to be familiar with the laws and regulations as the role of the regulatory company, to ensure that the company operates in compliance with the regulations, and to avoid the company and management from violating the laws and regulations and making the company legally liable.
A company secretary is required by law for the incorporation of limited companies and listed public markets, and a company secretary is an important part of good corporate governance. The professional requirements of a company secretary are not that of ordinary executives, and the company secretary also has a statutory responsibility, if you cannot find a suitable candidate, you may consider seeking the company secretarial services of a company secretarial company.
Company Secretary Duties
As a necessary person for the establishment of a company as a statutory requirement, the company secretary is extremely important to corporate governance, and the company secretary needs to produce a large number of corporate and government documents for the company, as well as monitor the company’s operation and decision-making compliance with laws and regulations, and also needs to bear legal responsibilities.
The work of a company secretary is extremely extensive, from the birth of the company to the dissolution of the company there are company secretary duties, the following are the main duties of the company secretary:
Preparation and maintenance of significant controllers registers
To enhance the transparency of beneficial ownership of corporations in order to meet Hong Kong’s international obligations, the amended Companies Ordinance (Cap. 622) requires a company incorporated in Hong Kong to obtain and maintain up-to-date information on beneficial ownership for the purpose of keeping a significant controllers register for inspection by law enforcement officers.
Submission of annual returns
The annual return is an annual return NAR1 form that a local private limited company registered in Hong Kong must file every year, which needs to contain the company’s financial statements, shareholder details and company records for the past year. Click here to view the information on the annual return.
Business Registration Certificate Renewal and Change of Information
Business registration certificates are divided into one-year certificates and three-year certificates, and the renewal of the business registration certificate and the change of company name, address, business, etc. need to be notified in writing to the Business Registration Office. Click here to view the information of the Business Registration Certificate.
Registration and maintenance of statutory record books
Statutory records must be kept at the registered office of the company or notified by the company to the Registrar specifying a prescribed place where the records are kept.
Statutory records include:
1. Register of directors, members, secretaries and significant controllers;
2. Written resolutions of members and directors;
3. Minutes of meetings of members and directors; and
4. Accounting Records.
In addition to the above four duties, the duties of the company secretary also include communicating with regulators, deregistering companies and organising and assisting in the holding of board meetings and shareholders’ meetings.
Conditions for acting as a company secretary
The role of a company secretary is not simple, you need to be the company’s regulatory and legal adviser to ensure that the company’s governance is compliant and sustainable, so in addition to the statutory requirement to meet the requirement of 18 years of age or above, other professional qualifications are required.
Basic knowledge of administration, accounting and law is required to become a company secretary, and generally a company secretary does not need to have professional qualifications, but it is recommended to use someone with experience or basic knowledge to avoid the most basic mistakes such as forgetting to submit forms or apply for a business registration certificate.
On the other hand, Hong Kong-listed companies have higher requirements for company secretaries, who need to meet the requirements of professional qualifications or relevant experience sufficient to perform their duties, and need to meet one of the following qualifications
1. Member of the Hong Kong Corporate Governance Institute;
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
Company secretary is an important role in a company, if you have not found suitable directors to appoint as company secretary, you may consider seeking the assistance of a secretary company.
Most of the company secretarial services of secretarial companies include the preparation of minutes of meetings, the submission of annual returns, change of registered address and nature of business, change of company name, change of branch information, update of personal information of directors or secretaries, updating and keeping company records and significant controllers registers, etc., so that the communication with government departments and the submission and maintenance of documents are entrusted to the secretarial companies, so that ordinary companies can focus more on business development.
Secretarial companies providing company secretarial services need to have a registered office or business address in Hong Kong and must hold a Trust or Company Service Provider License (TCSP License).
The role of company secretary needs to be valued by the company to ensure that the day-to-day operations of the company are in accordance with the norms, and the company secretary has no direct control or ownership over the company, but the company secretary is liable if the company breaches any of the Companies Ordinance. Therefore, the role of company secretary is a top priority, Langfeng Business Advisors hold the “Trust or Company Service Provider” license (TCSP license), can provide you with company secretarial services, as well as provide all-round support to help you start your business quickly, contact Langfeng Business Consultants team immediately to help you start your business blueprint!