What is a Company Secretary in Hong Kong & Why It's Important

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 draws many entrepreneurs globally to do business in Hong Kong.

However, you shouldn’t start a business in Hong Kong without understanding its legal requirements - one of which is appointing a company secretary. 

What Is a Company Secretary in Hong Kong?

A company secretary in Hong Kong acts as a company’s representative in the region, ensuring that a company’s operations are managed following the Hong Kong Companies Ordinance. Moreover, a company secretary plays a key role in the administration, direction, and corporate governance of a Hong Kong company, whether it is a listed company or a private company.

These might sometimes be corporate secretarial services, in which case the corporation offering such services is appointed as the company secretary.

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 a typical secretary in the office. Consider a company secretary in a Hong Kong company as a “compliance manager” for your business as well as a corporate governance officer for the owners.

A company secretary ensures that your Hong Kong company operations align with all local laws under the Hong Kong Companies Ordinance.  Whether these legal entities are public companies or small private companies, secretaries are still required for legal and administrative matters. 

They also act as the company’s representative to ensure that a company is updated on legislative changes, required paperwork, and legal obligations. 

This means that company secretaries are the primary contact with government agencies such as the Inland Revenue Department, the Companies Registry, and the Hong Kong Stock Exchange.

Who Needs a Company Secretary?

Legally, all registered businesses in Hong Kong must appoint a company secretary or a corporate secretarial service as a company secretary. Failure to appoint a company secretary means that your business could face costly fines or even legal action. 

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. 

In Hong Kong, both natural persons and corporate entities can be appointed as a company secretary. Regardless of the type of company secretary, specific prerequisites must be met.

• For a natural person to serve as a company secretary, they must be a Hong Kong resident.
• For a corporation to be appointed as a company secretary, it must be a licensed Hong Kong Trust and Corporate Service Provider (TCSP)
• The corporation as company secretary must have a registered business address in Hong Kong. These corporate entities must also hold a registered TCSP License. 
• The company secretary must not already be a director of another company.
• While there are no limitations to how many companies a company secretary can work for, they are expected to perform their duties fully for all their companies. 

As previously outlined, the primary role of the Hong Kong 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 or a company secretarial services agency, these are usually detailed in the company’s Articles of Association. The following is a list of what might be required of a company secretary.

They ensure 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.

They act 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.

They are 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.

They manage share allocations and transfers, ensuring proper documentation and compliance with relevant laws.

They ensure that annual returns, including financial statements and other required documents, are submitted on time to the relevant authorities.

They keep the company's statutory books and other legal records up to date, ensuring they are available for inspection as required by law.

They keep the company seals secure and record their use, ensuring they are only used when authorised.

They advise the board on governance matters, helping to shape company policy and strategy.

They file for changes in the company structure, such as director appointments or address changes, with the Companies Registry.

They assist in the dissolution or winding down of the company, ensuring all legal requirements are met under the company's ordinance and other regulations.

One specific use case of a company secretary is in company incorporation. This is especially helpful if you want advice on selecting the most suitable type of company for your project. 

For example, perhaps you heard that the Hong Kong government does not tax offshore profits and that is your reason for incorporating here - a company secretary will have knowledge of the Inland Revenue Department’s requirements for an offshore company. The company secretary will prepare the corresponding forms for incorporation depending on the company type and file the documents with the Companies Registry.

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?

1. 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.
2. Check their 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. Utilise resources like the Company Secretary Reviews database offered by Statrys, which features 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.