Company Secretary

A Company Secretary in Hong Kong acts as the chief compliance officer of the company. They ensure the company operates within the legal framework laid out by the Companies Registry Hong Kong. Their duties include maintaining updated statutory books, submitting compliance filings, handling shareholder communications, and supporting board governance. Without a properly appointed company secretary, a company risks penalties, delays in processing filings, or even deregistration.

The company secretary is responsible for ensuring that all corporate governance and disclosure obligations are met. This includes reporting changes to the Companies Registry, coordinating shareholder meetings, and filing key documents such as annual returns.

Yes, under Hong Kong law, all private limited companies must appoint a company secretary. This requirement is outlined in Section 474 of the Companies Ordinance. The company secretary must be:
– A natural person who is ordinarily resident in Hong Kong, or
– A Hong Kong-registered corporate service provider.
However, a sole director of a private company cannot also serve as the company secretary. For public companies, the secretary must meet specific professional qualifications, such as membership in the Hong Kong Chartered Governance Institute (HKCGI).

The company secretary maintains crucial registers including:
– Register of Directors and Company Secretary
– Register of Members (Shareholders)
– Register of Charges
– Register of Significant Controllers
These registers must be kept up to date and stored at the registered office or a designated location filed with the Companies Registry.

They prepare and submit statutory documents such as:
– Annual Return (Form NAR1)
– Notifications of director changes (Form ND2A)
– Updates to the registered office (Form NR1)
– Share allotments (Form NSC1)

Company secretaries organize board meetings and general meetings, prepare agendas and resolutions, and ensure proper minutes are recorded in compliance with the company’s Articles of Association.

All companies in Hong Kong must meet strict annual compliance obligations. The Company Secretary plays a key role in managing these.

The company must file an Annual Return within 42 days after its incorporation anniversary. This filing, which can be done via the e-Registry, must include updated details of directors, shareholders, and the company secretary. Late filings are subject to escalating fines, starting from HKD 870 to over HKD 3,000.

Companies must also renew their Business Registration Certificate with the Inland Revenue Department annually or every three years, depending on their selection during registration. The company secretary ensures timely renewal to avoid penalties.

If the company has employees, an annual Employer’s Return must be submitted to the Inland Revenue Department. This must be prepared in conjunction with the company’s accounting team and is usually filed every April.

Changes to a company’s structure such as adding directors, issuing shares, or moving the registered office must be promptly filed with the Companies Registry.

The company secretary ensures timely submission of:
– Form ND2A for director appointments or resignations
– Form NR1 for address changes
– Form NSC1 for share allotments
– Form ND4 for secretary appointments

Filing the Annual Return (Form NAR1) is one of the most important yearly obligations.

1. Review and update statutory records such as the Registers of Members and Directors.
2. Complete the NAR1 form with accurate and current company data.
3. Submit the form via the e-Registry portal or physically at the Companies Registry.
4. Pay the applicable fee and obtain confirmation.

This is a common question for foreign entrepreneurs setting up in Hong Kong. Yes, a foreigner can serve as a company secretary, but they must be ordinarily resident in Hong Kong. This means holding a valid work visa, dependent visa, or permanent residency.

If a qualified resident individual is not available, you can appoint a licensed corporate service provider in Hong Kong. This is a popular option among foreign-owned companies looking to stay compliant without a full in-house team.

The company secretary maintains a range of legal and compliance documents that must be kept at the registered office or an officially filed location.

– Certificate of Incorporation
– Business Registration Certificate
– Articles of Association
– Annual Returns
– Board meeting and AGM minutes
– Registers of Directors, Shareholders, and Significant Controllers
– Share certificates and allotment records
All these documents must be available for inspection by shareholders, auditors, and in some cases, regulatory authorities.

The company secretary facilitates the legal and administrative side of corporate decision-making.

They draft meeting notices, set agendas, and ensure meetings are conducted according to the Articles of Association. After the meetings, the secretary records accurate minutes and files relevant resolutions with the Companies Registry when required.
For urgent matters, the secretary prepares and circulates written resolutions, which can be signed and executed without a physical meeting streamlining business decisions while staying compliant.

Choosing Themis Partner as your trusted provider for Company Secretary services in Hong Kong ensures that your business is compliant, organized, and legally protected. Our team of corporate legal experts and compliance officers has extensive experience managing statutory requirements for local and foreign companies across various industries.
We provide tailored services that include company formation, ongoing statutory filings, assistance with board resolutions, and document maintenance. Our transparent pricing, professional service, and commitment to accuracy mean you can focus on growing your business while we handle the legal complexities. Contact us today to learn more about our services.