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

Hong Kong is a global business hub with a reputation for its efficient company registration process, low taxes, and business-friendly environment. 

However, before you can even register your company, there’s one critical requirement you need to prepare for—the appointment of a company secretary. Without this, you won’t be able to complete the registration process, and your business can’t legally exist.

In this guide, we’ll be explaining why appointing a company secretary is essential before you even start the registration process. We’ll also explain who can fulfill this role and the responsibilities they’ll take on, so you can begin your entrepreneurial journey in Hong Kong fully prepared and compliant.

Let’s get started. 

A company secretary in Hong Kong is a legally required officer responsible for ensuring a company meets its compliance obligations under the Hong Kong Companies Ordinance. 

Every registered business entity, whether listed companies or small private companies, must appoint a company secretary at the time of incorporation. This role is essential for maintaining corporate governance and ensuring the company comply with regulatory requirements. 

The role of a company secretary in Hong Kong is not to be confused with that of a typical office secretary. You consider them to be both a “compliance manager” and a “corporate governance officer” for your business. 

Additionally, they are also responsible for being the point of contact with the governmental authorities, ensuring the company’s operations and activities comply with the local laws. 

They also play a key role in handling administrative tasks such as filing annual returns, maintaining statutory records, and submitting required documents to governmental bodies like the Companies Registry.

Additionally, company secretaries act as the company’s representative when dealing with government agencies such as the Inland Revenue Department and the Hong Kong Stock Exchange, keeping the company informed about legislative changes, required paperwork, legal obligations, and official correspondence. 

The responsibilities of a company secretary are crucial to a company’s long-term operations. Not only is it mandatory to appoint a company secretary, but their role is also essential for several key reasons, including the following.

The company secretary is responsible for ensuring the company meets its legal and regulatory obligations under the Companies Ordinance, which can often be complex and require careful management.

• Annual returns: Ensuring timely filing of annual returns with the Companies Registry.
• Structural changes: Managing changes such as amendments to the Articles of Association, share allotments, or director appointments or resignations.
• Company dissolution: Overseeing the legal processes involved in the deregistration, dissolving, or winding down of a company.
• Statutory and company records: Maintaining and updating statutory books and records, including registers of directors, shareholders, and charges, and important documents such as the Business Registration Certificate and Certificate of Incorporation.
• Share management: Managing share allocations and transfer of shares, ensuring proper documentation and compliance with relevant laws.
• Company seal management: Keeping the company seals secure and record their use, ensuring they are only used when authorised.

The company secretary acts as the company’s representative when interacting with government bodies and regulatory agencies. They ensure that the company stays up-to-date with all legislative requirements and official communications, including:

• Communicating with authorities: Acting act as a liaison between the company and authorities such as the Inland Revenue Department (IRD) and the Companies Registry, as well as keeping all stakeholders informed on legal and administrative matters.
• Correspondence management: Handling official correspondence, ensuring the company stays informed of legislative updates and legal obligations.

Company secretaries are also responsible for managing key administrative tasks within the company, including organising annual general meetings and board and shareholder meetings, as well as ensuring proper record-keeping and documentation.

• Board meetings: Organising and attending board meetings, preparing meeting agendas, and ensuring proper record-keeping of minutes.
• Shareholder meetings: Coordinating annual general meetings (AGMs) and extraordinary general meetings (EGMs), ensuring compliance with notice requirements and voting procedures.

Lastly, a company secretary has a crucial role in helping the company avoid legal and financial penalties through the following responsibilities:

• Timely filings: Ensuring all legal filings, such as tax returns and annual reports, are submitted on time to avoid fines.
• Regulatory updates: Staying up-to-date with regulatory changes to ensure the company remains in compliance and avoids legal risks.
• Accurate records: Keeping precise and updated statutory registers to avoid penalties related to incorrect filings or missing information.

Legally, all registered Hong Kong businesses 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 of at least HKD 100,000 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 another company’s director. 
• 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. 

The company can either hire an in-house company secretary or outsource this responsibility to a corporate secretarial services provider. Outsourcing is a popular option, as it often reduces costs and ensures that compliance tasks are managed by experienced professionals.

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.

While the role of a company secretary is essential for maintaining legal compliance and governance, the first step in setting up your Hong Kong business is registering your company. 

Statrys offers comprehensive, one-stop company registration services in Hong Kong, from checking your company name to providing company secretary services, ensuring a smooth start for your business operations.

Statrys’ Hong Kong company incorporation package includes: