By using our website you consent to all cookies in accordance with our Privacy Policy.

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. What is 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 is 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.

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 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:

  • 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 which are responsible for regulating the company operation and activities. Some of the statutory bodies that company secretaries must work with include the Registrar of Companies, the Inland Revenue Department, the Stock Exchange of Hong Kong, the Securities and Futures Commission of Hong Kong, etc.

  • 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.

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 equivalent experience that shows his/her capability to discharge the duties of company secretary. Relevant experience can be employment history, familiarity with the Listing Rules and other related laws, professional qualification in other jurisdictions and many more.

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. Please also be 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. Feel free to get in touch with us now!

Recent Posts

doing-business-in-hong-kong-the-ultimate-guide-for-foreigners
26 Nov 2020

Doing Business In Hong Kong: The Ultimate Guide For Foreigners

Here is a guide to doing business in Hong Kong for foreigners! The blog covers all you need to know about the benefits of forming a business in Hong Kong and how to start it.

Read more
how-to-choose-hong-kong-financial-year-end
20 Nov 2020

How to choose Hong Kong financial year end

Wonder how to determine the financial year end in Hong Kong? In this article, we will shed light on everything about Hong Kong financial year. Learn more with us!

Read more
transfer-pricing-in-hong-kong-10-questions
30 Oct 2020

Transfer Pricing in Hong Kong: 10 questions that help you uncover it

Hong Kong transfer pricing legislation requires all relevant companies to file transfer pricing documentation. Below are 10 questions to enable you to uncover this rule!

Read more
checking-tool-for-hong-kong-company-registration
25 Nov 2020

Useful checking tools for your Hong Kong company registration

There are some tools to help you check your company status and what licenses you need to prepare before registering a Hong Kong company. Check out the guide to those useful tools!

Read more
hong-kong-tax-haven-what-can-be-revealed
25 Nov 2020

Hong Kong Tax Haven: What Can Be Revealed?

Beyond Hong Kong tax haven, like the way many people still think of this city, there are more of Hong Kong that you should know. Find out what they are!

Read more
hong-kong-business-trends-new-updates-infographic
25 Nov 2020

Hong Kong Business Trends After Mid-2020: New Updates [Infographic]

Check it out! Below infographic helps you to capture Hong Kong situations and update top five business trends to be worth expected in a post Covid-19 outbreak

Read more
reasons-why-hong-kong-banks-may-reject-your-application
20 Nov 2020

3 Reasons why Hong Kong banks may reject your application

Nationality, business activities or supporting documents can be reasons why Hong Kong banks may reject your application for opening a bank account. Learn more with Lyli, Relationship Manager from BBCIncorp!

Read more
best-banks-in-hong-kong
25 Nov 2020

Best banks in Hong Kong that you must know in 2020

Which is the best bank in Hong Kong for expats? Let BBCIncorp help you find out the answer with top 5 banks: DBS, HSBC, Bank of China, Standard Chartered and Citibank.

Read more
a-general-guide-to-winding-up-of-hong-kong-companies
19 Nov 2020

A General Guide to Winding Up of Hong Kong Companies

A Hong Kong company may be wound up by either voluntary or compulsory winding up by the court. Below guide clarifies the procedure for winding up a company through these two types!

Read more
hong-kong-company-annual-compliance-requirements
17 Nov 2020

Hong Kong Company Annual Compliance Requirements

Learn more about annual compliance and filing requirement of a Hong Kong private limited company.

Read more
tax-in-hong-kong-a-general-guide-for-entrepreneurs
5 Nov 2020

Tax in Hong Kong: A General Guide For Entrepreneurs

Hong Kong adopted a territorial tax basis with a low tax regime for businesses. This guide will give you an overview of tax in Hong Kong.

Read more
benefits-of-setting-up-a-company-in-hong-kong
3 Nov 2020

06 Benefits of setting up a company in Hong Kong

Setting up a business in Hong Kong yields many advantages such as pro-business environment, attractive tax regime, strategic location and much more.

Read more