A company secretary is simply a procurator charged with the responsibility of overseeing a company’s operations, ensuring it’s in line with the Laws of the government controlling the region where the company is set up. This is where we get Hong Kong Company Secretaries.
However, a “company secretary” should not be confused with a “secretary” whose job is only to handle clerical duties — the duties of a company secretary are more advanced than that.
Why do you need a Company Secretary in Hong Kong?
As per Section 474, Cap. 622 Companies Ordinance, having a company secretary is a precondition for registering a company in Hong Kong.
Investors and entrepreneurs are obligated to employ the services of a company secretary before they can proceed to register their company in Hong Kong.
Functions of Company Secretary in Hong Kong
There are essentially two functions rendered by a company secretary in Hong Kong.
- The connection between the company and the Hong Kong government and the company secretary serves as the bridge between the company and the Hong Kong government. As such, he/she is charged with liaising with the various government regulatory bodies like Registrar of Companies, the inland Revenue Department, the Hong Kong Stock Exchange, Securities and Futures of Hong Kong, etc.
In essence, a company secretary is responsible for all dealings Hong Kong has with the company
- A company secretary ensures the company adheres to the laws and regulations of running an enterprise in Hong Kong. Some statutory regulations and policies guide any business operating in Hong Kong — it’s the duty of the company secretary to understand and interpret these policies, and in turn, ensure the companies are in full compliance.
Roles of a Company Secretary in Hong Kong
A company secretary in Hong Kong is responsible for the numerous operations that regard the smooth running of the business. Highlighted below are some of the roles a company secretary plays in the day-to-day running of a company.
Facilitating Tax Compliance
This is one of the common roles a company secretary in Hong Kong has to play to ensure the smooth running of any firm. It can be further broken into
- Registration of the company with the Inland Revenue Department (IRD) — on successful approval of the corporate entity to operate in Hong Kong, the assigned company secretary is charged with registering the company with IRD, as well as ensuring the company’s details are present on the government’s record.
- Seeking approval that the company might require as per taxation issues — as stated earlier, the company secretary is charged with liaising with government agencies in Hong Kong, and IRD is one of such agencies
- Entry of tax returns — it’s also the duty of a company secretary to file tax returns at the end of each year. This is very important as it’s key to avoiding tax-related sanctions by the Hong Kong government.
In essence, he/she ensures that the company is up-to-date on all tax obligations.
Maintenance and Custody of Statutory Books
A company secretary is expected to be in the custody of all statutory documents of the company and should be ready for presentations upon request by the Hong Kong government. This role is further outlined below:
- Maintenance and custody — the company secretary has the responsibility of protecting statutory documents, and is also charged with making it available for inspection.
- Effecting changes to records — in the event there’s a change in the details of the company, the company secretary is to ensure such changes are affected in the books. Such changes that may occur are: change in company directors, change in the number of shareholders, or the number of shares held by a shareholder.
- Production and publishing of company account reports — a company secretary handles the task of compiling the company’s account reports, and monthly/annual publishing of such reports to keep shareholders up-to-date on financial trends.
Scheduling and Attendance of Board Meetings
Of course, a company secretary in Hong Kong is also charged with some regular clerical tasks like organizing board meetings.
- Organize and honor meetings — a company secretary in Hong Kong is expected to schedule meeting hours, and also attend such meetings
- Preparation of meeting agendas
- Determine the time required for a board meeting
- Ensures final verdicts reached during meetings comply with the laws and policies in Hong Kong.
Update of Incorporation Changes
It’s often the trend with newly established companies — there’s always the likelihood of a need for adjustments to details like names of shareholders, company directors, the value of the company’s capital, or even the registered address of the business.
In the event any of these changes are carried out, it’s the responsibility of the company secretary to acknowledge and document these changes before they are filed with the registry.
Due to the criticality of a statutory secretary, many Hong Kong companies should attach great importance to having their own quality hong kong company secretary.
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