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company-secretary

Hong Kong is one of the most robust business hubs in the world for incorporating a company. There are a range of great privileges to attract many foreign investors and entrepreneurs; however, they must meet certain requirements for a Hong Kong company incorporation.

One of the key requirements to bear in mind is appointing a company secretary in Hong Kong. In this article, we will walk you through ins and outs of Hong Kong Company Secretary.

1. An Overview of Hong Kong Company Secretary

Having a company secretary is a primary condition for any company registered in Hong Kong, according to Section 474, Cap. 622 Companies Ordinance. So, what is a company secretary in Hong Kong?

You should not misconstrue “company secretary” as the name “secretary” in usual cases, but actually, a company secretary in Hong Kong adheres to more roles. A company secretary is the company’s representative whose main responsibility is to ensure that the company and its operation are fully compliant with all statutory laws and regulations in accordance with the Hong Kong Companies Ordinance.

In general, the company secretary function is of vital significance to the direction, administration and corporate governance of a Hong Kong company.

In addition to having a company secretary, there are other compliance requirements for a Hong Kong company that you should know. Recommended Reading: Hong Kong Company Annual Compliance Requirements

2. Benefits of Company Secretary in Hong Kong

There are many reasons why having a company secretary in Hong Kong is essential.

In reality, it is one of the compulsory requirements determined on the basis of the Company Ordinance, therefore if you want to register a Hong Kong company, you are left no choice but to select a company secretary. It should be noted that a company can fail to be listed on the Stock Exchange if the company does not appoint a qualified company secretary.

A company secretary in Hong Kong is also a contributing factor to the growth and sustainability of a company. To be specific, there are two major benefits of selecting a company secretary:

2.1. Act as the bridge between the company and the Hong Kong government

Not only does an HK company secretary work with directors and shareholders of the company, but he/she also liaises and interacts with a variety of government as well as regulatory bodies that are responsible for regulating the company's operation and activities.

Some of the statutory bodies that company secretaries must work with include:

  • Registrar of Companies
  • Inland Revenue Department
  • Stock Exchange of Hong Kong
  • Securities and Futures Commission of Hong Kong

2.2. Ensure that the company well complies with the Hong Kong law

There are certain duties to result in successful business setup and administration in Hong Kong jurisdiction. With qualified company secretaries, they will help you to understand and proceed with the right and orderly steps to comply with the Hong Kong law, ensuring the company run smoothly without any conflict with the law.

3. Roles of Company Secretary in Hong Kong

Duties and responsibilities of a Hong Kong company secretary are wide in scope, ranging from administrative to managerial function. Below are some main duties of the company secretary:

3.1. Fulfilling tax obligations

Taxation is one of the top priorities to make entrepreneurs in favor of Hong Kong company formation. However, it should be noted that there are certain tax matters that Hong Kong company needs to comply with.

It is the responsibility of the company secretary to making sure that the company’s tax obligations are solved on time and in a correct manner.

What they actually do

  • Guarantee that details of the company are recorded in the related government bodies through the process of company registration with the Inland Revenue Department (IRD) of Hong Kong
  • Seek clarification or additional approval from the competent authority when the company has to deal with tax-related matters
  • File tax returns in due time and in orderly steps at the end of every fiscal year

3.2. Keeping statutory books

A Hong Kong company secretary is required to keep all documents that should always be ready for government inspection if needed.

What they actually do

  • Maintain all statutory documents of the company
  • Update any changes on the details of the record
  • Produce, publish and distribute the company accounts and reports

3.3. Arranging the company meetings

Coming back to the basic role of any secretary of a company, a Hong Kong company secretary is the one organizing the meetings of the company.

what they actually do

  • Hold and take part in the meetings of board of directors and shareholders
  • Prepare agenda and meeting minutes for the meetings
  • Follow the procedure and ensure decisions made during the meetings are in compliance with Hong Kong laws

3.4. Notify statutory changes of the company

It appears to be common that there would be further adjustments to be made after the company setup. The company secretary is responsible for notifications with the in-charge authority.

What they actually do

Submit required documents to the Registry on any changes of the company such as:

  • Add/Remove shareholders or directors
  • Change the company name
  • Adjust the company’s share capital
  • Relocate the company’s register address

3.5. Other possible administrative matters

  • Communicate with shareholders, regulatory bodies and the Stock Exchange on behalf of the company
  • Observe current developments in good corporate governance practice to give the best advice for the company’s board of directors
  • Research and get insights into the emergent market to contribute to the commencement of business incorporation

Need an a-to-z guide to doing business in Hong Kong?
This e-book provides you with the latest information about:

  • Incorporation process
  • Annual compliance requirement
  • Hong Kong tax system
  • Hiring issues for Hong Kong Business

4. Requirements for Company Secretary in Hong Kong

Pursuant to Section 474 (4) of Cap. 622 Companies Ordinance of Hong Kong, HK company secretary must satisfy conditions as below:

  • In case of a natural person, he/she must be a Hong Kong-based resident;
  • In case of a body corporate, that corporation must have its registered office or a place of business located in Hong Kong

Note, however, that the Hong Kong Stock Exchange under the Listing Rule 3.28 mandates that a listed company in Hong Kong can only have a company secretary as an individual and that candidate must fulfill certain requirements on academic qualifications or relevant experience as the followings:

  • Being a member of Hong Kong Institute of Chartered Secretaries;
  • Being a solicitor or barristers;
  • Being a certified public account;
  • Having the equivalent experience that shows his/her capability to discharge the duties of the company secretary. Relevant experience can be employment history, familiarity with the Listing Rules and other related laws, professional qualification in other jurisdictions, etc.

Any delay or non-compliance with the report of the changes can lead the company to suffer penalties as determined by the laws.  A company secretary needs to observe diverse requirements and ensure that the company is compliant in all respects.

To register for a company secretary in Hong Kong, there are specific documents that must be submitted:

  • If the company secretary is a natural person, he/she must include:
    • The current forename and surname, former name and aliases (if any);
    • The address;
    • The number of ID, or number and issuing country of the passport
  • If the company secretary is a corporate entity, it must include:
    • The corporate name;
    • The address of its registered or head office

5. Conclusion

The role of company secretary in Hong Kong is relatively crucial in helping your business operate smoothly, especially to be fully compliant with government laws and regulations. Noted that it is a primary requirement for any Hong Kong company before its incorporation.

A company secretary in Hong Kong can be either a corporation or an individual; however, there are specific requirements for registering an “eligible” company secretary that your HK company should know. Engage a professional corporate service provider in Hong Kong like BBCIncorp Limited to get better advice on how to select a competent company secretary for your company. Contact us now!

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