Appointing a company secretary is mandatory for establishing a business in Hong Kong. Non-compliance can lead to fines or legal action.
The company secretary is responsible for various duties, including tax compliance, stakeholder communication, and ensuring adherence to local laws and regulations.
Due to the complexity and importance of the role, many companies opt to outsource the position to specialised agencies for guaranteed expertise and compliance.
Hong Kong is one of the best business hubs in Asia, and it consistently ranks as one of the world’s freest economies.
Its strategic location, low taxes, and business-friendly policies are the main reasons for such a reputation. This is why many entrepreneurs worldwide come to Hong Kong to do business.
However, you shouldn’t start a business in Hong Kong without understanding its legal requirements - one of which is appointing a company secretary.
In this guide, we will cover everything you need to know about company secretaries in Hong Kong, such as their duties and why they are crucial for businesses.
What Does a Company Secretary in Hong Kong Do?
The role of a company secretary in Hong Kong is not to be confused with that of an office “secretary” within a company.
We recommend considering a company secretary as a “compliance manager” for your business and not as a typical office secretary.
Company secretaries in Hong Kong ensure that your company operations align with all local laws under the Hong Kong Companies Ordinance. Whether the legal entity is a publicly listed company or a small private firm, company secretaries are still required for legal and administrative matters.
They also act as the company’s representative in ensuring that a company is updated on legislative changes, required paperwork, and legal obligations.
Why You Should Appoint a Company Secretary
Legally, all businesses in Hong Kong must appoint a company secretary. Failure to do so, that business could face costly fines or even prosecution.
Furthermore, they are also one of the company’s most vital representatives as they play a crucial role for foreign businesses by providing local links and representing the company in Hong Kong.
A proactive company secretary can ensure that your business always complies with local laws, thus reducing the risk of accidental legal breaches.
Lastly, since they are physically present in Hong Kong and accustomed to the regulatory practices and requirements, this local connection and knowledge can be invaluable, especially for foreign companies.
Who Can Be Appointed a Company Secretary?
A natural person and a corporation can be appointed company secretary in Hong Kong.
Aside from being a Hong Kong resident or a corporate entity registered in Hong Kong, a company appointed as company secretary must hold a registered TCSP License from March 2018 onwards.
However, some prerequisites are required, including the following:
- When a natural person is elected company secretary, the individual must be a Hong Kong resident.
- In the case of a corporation being appointed as the company secretary, the said corporation must be a licensed Hong Kong Trust and Corporate Service Provider (TCSP) and have a business address in Hong Kong.
- Where a Limited Hong Kong company only has one director, that director is exempt from also being appointed to the role of company secretary.
- Additionally, if the sole company director is the sole company director of another business, they cannot engage that legal entity to serve as the company secretary.
What Are the Responsibilities of a Company Secretary?
As previously outlined, the primary role of the Company Secretary is to ensure that the company maintains compliance with the relevant laws and regulations in Hong Kong.
Even though the Hong Kong Companies Ordinance does not explicitly outline the responsibilities of a local company secretary, these are usually detailed in the company’s Articles of Association.
Here are some examples of the responsibilities expected of the company secretary:
|Compliance||Ensures the business adheres to all local laws and regulations, particularly those outlined in the Hong Kong Companies Ordinance. This involves filing necessary documents, maintaining records, and staying updated on legislative changes.|
|Communication||Acts as a liaison between the business and external entities such as the Inland Revenue Department, the Companies Registry, and the Hong Kong Stock Exchange. Keeps all stakeholders informed on legal and administrative matters.|
|Internal Governance||Responsible for scheduling and attending board meetings, preparing minutes, and ensuring that decisions made are in line with both company policies and Hong Kong laws.|
|Share Management||Manages share allocations and transfers, ensuring proper documentation and compliance with relevant laws.|
|Annual Returns||Ensures that annual returns are submitted on time to the relevant authorities, including financial statements and other required documents.|
|Statutory Books & Records||Keeps the company's statutory books and other legal records up to date, ensuring they are available for inspection as required by law.|
|Company Seal Management||Keeps the company seal secure and records its use, ensuring it is only used when authorised.|
|Governance Advising||Advises the board on governance matters, helping to shape company policy and strategy.|
|Structural Changes||Files for changes in the company structure, such as director appointments or address changes, with the Companies Registry.|
|Dissolution Assistance||Assists in the dissolution or winding up of the company, ensuring all legal requirements are met.|
This should provide a comprehensive view of the responsibilities typically associated with a company secretary.
How To Choose a Company Secretary in Hong Kong
Selecting the right company secretary is a decision that requires careful consideration, much like other foundational elements that keep your business running smoothly. So, what should you keep in mind when making this choice?
Firstly, understand your business model. Whether you're a startup or an established enterprise, your choice of a company secretary should align with your specific needs and operational scale.
Secondly, don't skimp on qualifications and experience. A proven track record is invaluable, so look for credentials, years of service, and client testimonials that can vouch for their expertise and reliability.
Lastly, leverage available resources to make an informed decision. At Statrys, we offer a Company Secretary Reviews database that provides verified customer reviews from businesses that have used the company secretary.
After following these recommendations, you should be able to find the company secretary that’s right for your business.
We hope this guide has been helpful. If you want to make a suggestion or add missing information, don’t hesitate to contact us via Live Chat or email at email@example.com.
What is a company secretary in Hong Kong?
How is a company secretary in Hong Kong important?
Who can be a company secretary in Hong Kong?
What are the responsibilities of a company secretary in Hong Kong?
What skills should a company secretary in Hong Kong have?