According to the Hong Kong Companies Ordinance, any type of legal entity must have a company secretary. The individual acting in this capacity can also be one of the other members, like one of the directors or another company that provides these services and has the main place of business in Hong Kong. The company secretary must be a Hong Kong resident.
Our Hong Kong company formation agents can help you with secretary services and other additional solutions for companies and individuals doing business in Hong Kong.
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The attributions of a company secretary in Hong Kong
The company secretary will be in charge of several important tasks. These are mainly organisational attributions, certain management tasks and actions that are relevant to the good functioning of the company. The company secretary will:
- Prepare and keep the company’s statutory records: the register of shareholders, the register of directors;
- Arrange meetings and prepare the minutes of these meetings;
- Prepare and submit the annual return;
- Make changes to the company name and registered address and submit them to the Companies Registry;
- Enforce tax and law compliance;
- Opening bank accounts and handling other banking matters, subject to a power of attorney that will allow for these attributions;
- Deregister the company and prepare any needed documents for this procedure.
The company secretary will also have a key role in the case of joint stock companies that are listed on the Hong Kong Stock Exchange or the Securities and Futures Commission. The fact that the secretary handles the relationship with many different statutory bodies is further proof of the importance of selecting an individual who will perform this role diligently.
The role of the company secretary in Hong Kong is an essential one, as this person of significance within the company will make sure that:
- The company remains compliant at all times by meeting the filing deadlines;
- There are no breaches (legal, or financial, for example);
- The managers are not tasked with a significant administrative burden, thus being able to focus on what matters more, which is the company’s operations;
- They advise on key matters concerning duties and regulatory changes, among others.
The company secretary is the one who can help the company founders change the name of the legal entity. This type of change to the company particulars is common, and a secretary will help prepare the needed documents, as in many other cases.
Company secretary compliance in Hong Kong
Investors who set up a company in Hong Kong and appoint a company secretary should also know that the person who fulfils this role is required to submit some information regarding themselves, according to the Companies Ordinance.
Our team highlights some key reporting and submission requirements below:
- A company secretary who is a natural person will provide their correspondence address, not their residential (home) address;
- The appointment of a company secretary in Hong Kong is reported by submitting a special form (Form ND2A);
- Removing a secretary from office is notified to the authorities within 15 days after the decision;
- A company secretary who is resigning can submit a separate form to the authorities (notifying them of their ending activities) when they reasonably suspect that the company they worked for will not deliver the form to report the resignation.
The company secretary plays an important role in these submissions to the Hong Kong Companies Registry. If you would like to know more about the role and attributions of the company secretary, you can read our list of frequently asked questions below.
Hong Kong company secretary FAQ
Appointing a company secretary takes place during the initial company formation stages. Our team of incorporation experts answers a few common questions below, so that you can understand the role of the secretary and the general requirements for this position.
If you need assistance during the registration of a local limited liability company, our team will provide you with adequate solutions.
Investors who open a company in Hong Kong should know that all businesses registered in the HKSAR require a company secretary, irrespective of size, number of employees, or the industry in which they operate. Foreign-owned companies are also required to appoint a company secretary.
Yes. Setting up a company in Hong Kong is subject to this particular requirement. A company director who specifically receives a notice from the Registrar to appoint a company secretary must do so:
– Within 1 month and in no case more than 3 months after receiving this direction;
– Failure to comply with the Registrar’s requirement results in a level 6 fine for the company director and any responsible person in the business;
– If the offence continues, a fine of $2,000 applies for each day during which the offence continues.
As previously mentioned, a company director or shareholder can act as company secretary; however, only in those cases in which the director/shareholder is not the sole member in the company. When this is the case, as a private limited liability company in Hong Kong can be incorporated by a single shareholder who can also act as director, the founder will need to appoint a company secretary. One should also keep in mind the requirement for residency in case of a secretary who is a natural person. When the company has more than one director/shareholder who wishes to take this role, the residency requirement will need to be fulfilled.
A company secretary in Hong Kong has a number of important roles and, as such, the individual acting in this capacity should demonstrate a number of skills, with or without previous experience, as may be the case. Some of these include: being a good communicator, having excellent organizational skills, having teamwork and problem-solving skills, and being able to effectively work within a team. The company secretary should also show good diplomatic skills and should, at all times, act in the best interest of the company. The secretary will essentially represent the company in many situations; this is why choosing to work with an individual who fulfills many of these skills can be important for the success of the company in Hong Kong.
The company secretary can be appointed following a recruitment process. The job advertisement will focus on the skills mentioned above, and the company will also provide specific information about the tasks that will be handled by the company secretary, as may be the case in the industry in which it operates. Alternatively, companies in Hong Kong can choose to work with a company that provides secretarial services. Our team of company formation agents can give you more details.
Professional company secretary services in Hong Kong
Our Hong Kong company formation specialists are experienced in dealing with any matter related to company formation, company dissolution or company management in Hong Kong. Our team of experts can provide you with complete secretarial services for your company in Hong Kong.
We can help manage and organize your company in Hong Kong and our permanent Hong Kong representative will be able to deal promptly with any issue that might arise while you are not in the city.
Our partner law firm in Hong Kong can also assist you with various legal services and updated information about the company law in Hong Kong.
The benefits of selecting professional company secretary services in Hong Kong are briefly highlighted below by our team:
- Reduced risk: by working with an experienced secretary, the company will not be subject to penalties for late filing or other types of non-compliance consequences;
- Higher efficiency: a secretary who handles essential day-to-day aspects is key to a more streamlined company operation;
- Ensured compliance: by working with a professional, you can rest assured that the company fully observes the Companies Ordinance and other relevant laws that may require it to make timely submissions.
Apart from working with a company secretary in Hong Kong, we also advise investors to seek the services offered by a professional team of accountants, such as our own partners. Our team of accountants in Hong Kong is able to assist with bookkeeping solutions, prepare the annual financial statements, issue special reports on the company’s financial situation, as well as handling tax submissions. You can contact us for details.
Company formation in Hong Kong
Foreign investors are fully permitted to incorporate a locally registered company. The fact that the legal entity has a mandatory requirement for a local company secretary is not burdensome on investors; in fact, the role of the secretary is an important one, and it also allows the company founders to focus on pressing matters that relate to growing the business, rather than handling administrative tasks. What’s more, when a professional fulfills the role of company secretary in Hong Kong, the company owner(s) will rest assured that the submissions take place as needed and that the secretary properly handles the communications with the local authorities.
If you want to open a company in Hong Kong and also require company secretary services, do not hesitate to contact our experts.