Company Secretary: Role and Responsibility

Because Hong Kong is an economic powerhouse, forming a company there comes with many benefits for entrepreneurs and foreign investors. First and first, you must register a business in Hong Kong, with one of the most critical procedures being the employment of a company secretary.

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Continue reading to learn more about a corporate secretary in Hong Kong.

Impact of Company Secretary

Aside from maintaining the appropriate paperwork, the corporate secretary must operate in the firm’s best interests and by the law. Their responsibility is an obligation to act in the company’s best interests and according to the law. Failure to do so may result in hefty fines, removal of the secretary or a director, and imprisonment for the firm and its directors. Therefore, it is critical to have a trustworthy individual or agency with extensive experience and a thorough understanding of Hong Kong corporate law.

The requirement to become a company secretary

A company secretary can be either an individual or a legal entity, but keep in mind:

  • A private company’s lone director cannot be the company secretary (one of the business’s directors can be the company secretary only if there are more than one director in place);
  • If the company secretary is a natural person, they must be a Hong Kong resident (permanent or temporary).
  • If the company secretary is a legal entity, its registered address or main office should be Hong Kong. At the same time, it must also have a valid Trust or Company Service Provider (TCSP) License granted by the Companies Registry.
  • A committed individual with prior experience can perform the task. Most people, however, will not know somebody who can handle such situations. An assigned external professional typically does company secretarial work with experience and expertise in managing company secretarial tasks, except for large corporations that may afford to employ an in-house duly certified company secretary.

Responsibilities as a company secretary

The Corporate Secretary is in charge of the company’s legal compliance. It translates to creating, managing, and organizing many important papers. Here are a few of the most prevalent and important ones:

Board Meetings and Annual General Meeting

The Corporate Secretary is in charge of arranging, coordinating, and maintaining the necessary protocol during the company’s crucial meetings.

Maintaining Statutory Registers

Numerous registries must be updated in response to changes in the company. Depending on the corporate profile, the final list may differ. Here are a few examples of the most common:

  • register of directors
  • register of members
  • register of transfers
  • register of allotments
  • register of secretaries
  • register of charges

Annual Filings

Within 42 days of the company’s return date, the annual return must be handed to the Registrar of Companies for registration. The return date varies depending on the type of company. 

Legal Compliance and Necessary Paperwork

Even though you chose a specific structure for your Hong Kong company during formation, it is likely that you may need to make changes to the arrangement at some point. Changes may include the removal or addition of shareholders or directors, a change in the business name, an increase or decrease in the company’s share capital, or a change in the registered address. When these modifications occur, the company secretary in Hong Kong must create the necessary documentation capturing the changes and file them with the registration.

Maintaining Registered Office

Every firm is required to have a registered address. It must be a physical address in Hong Kong, not merely a PO box number. All legal documents must include the address, which must be registered Under the Companies Ordinance.A Hong Kong registered company’s registered office address need not be the same as its business address. However, the Companies Registry does not accept the use of a post-office box-office address as a company’s registered office address.

Key Takeaway

Suppose you cannot select a Company secretary Hong Kong for your Hong Kong-based enterprise. In that case, you can retain the services of a competent corporate secretarial firm that specializes in accounting and tax counseling, management consulting, and a variety of other corporate services.