Professional Company Secretarial Service in Hong Kong

Company Secretarial Services in Hong Kong

A private company in Hong Kong is required to have a Company Secretary and at least one director who is a natural person (an individual). The sole director cannot be the Company Secretary of the company. Nor can the Company Secretary be a company in which this director is also a sole director.

A Hong Kong public company and a Hong Kong company limited by guarantee must have at least two directors and one Company Secretary. A body corporate cannot be appointed as a director of the company.

The company secretary, if a natural person, must ordinarily reside in Hong Kong; or if a body corporate, must have its registered office or a place of business in Hong Kong. There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident.

Being an officer of the company, the Company Secretary owes fiduciary duties and a duty of care and skill to the company. The Company Secretary is also bound to perform the duties that the law imposes on all officers of a company. The general duties of a Company Secretary include:

01

Maintaining and updating the company’s statutory registers.

02

Organising meetings of directors and shareholders.

03

Sending out notices of meetings.

04

Attending, recording and keeping minutes of meetings.

05

Filing forms and documents with the Companies Registry.

06

Renewal of the company’s Business Registration Certificate.

In addition, the Company Secretary will generally countersign every document to which the seal of the company is affixed, and will deal with share transfers, keep the books of the company and deliver documents and make necessary returns to the Hong Kong Companies Registry, including the filing of the accounts and annual returns.

Hong Kong Public Companies

For Hong Kong public (listed) companies, the Company Secretary will also be responsible for compliance with the requirements of the Stock Exchange of Hong Kong, management of the company’s registrars and compliance with the HK Corporate Governance (CG) Code.

The Company Secretary supports the chairman in promoting the highest standards of corporate governance and facilitating the effective functioning of the Board and its committees, where appropriate.

The Company Secretary reports to the Chairman on Board/committee matters and to the Chief Regulatory Officer on administrative matters. The appointment and removal of the Company Secretary is a matter for the Board as a whole.

All Directors should have direct access to the advice and services of the Company Secretary for the ongoing discharge of their duties and responsibilities.

Key functions of the Company Secretary of a public company include:

Assisting the Chairman in ensuring that there are timely and appropriate information flows to the Board and between the non-executive directors and the management, to enable directors to discharge their responsibilities.
Ensuring that Board’s policy and procedures, and all applicable rules and regulations, are complied with by each and every director.
Ensuring that accurate records of Board/committee meeting proceedings, discussions and decisions are recorded.
Providing independent, impartial advice to the Board on governance matters.
Providing updates to the Board on regulatory, CG and Corporate Social Responsibility (CSR) issues, new legislation and Directors’ duties and obligations.
Facilitating induction and professional development of directors.
Facilitating communications with shareholders through a variety of means, including annual general meetings, circulars and periodic reports.

A key underpinning of the CG regime in Hong Kong is the CG Code, which lays down guidelines for directors to seek the advice of the Company Secretary with a view to ensuring that board procedures and all applicable laws, rules and regulations are followed.

Ensure your Hong Kong company stays fully compliant

Hong Kong Company Statutory Returns

Under Hong Kong’s regulatory framework, a Hong Kong limited company and its officers are required to ensure timely filing of statutory returns with the Hong Kong Companies Registry in compliance with the requirements of the Hong Kong Companies Ordinance (Chapter 622, Laws of Hong Kong)

The Companies Registry administers and enforces the Companies Ordinance. It is responsible for providing services for the incorporation of local limited companies and the registration of non-Hong Kong companies which were incorporated outside the Hong Kong SAR and have established a place of business in the Hong Kong SAR.

If a company fails to comply with the requirements of the Hong Kong Companies Ordinance, the company, and every responsible person of the company, are liable to prosecution and, if convicted, default fines.

The major filings required to be made by a Hong Kong limited company and its major ongoing obligations after incorporation include:

01

Convening Annual General Meeting.

02

Filing of Annual Return with Companies Registry.

03

Business Registration Renewal – renewing a company’s Business Registration Certificate.

04

Annual Audit and Accounts – preparing and filing financial statements.

05

Profits Tax Return – filing with the Inland Revenue Department (IRD)

Annual General Meeting

Under the new Companies Ordinance (Cap 622), a company must hold an AGM in respect of each financial year of the company rather than each calendar year, within the following period:

A company limited by guarantee or a private company that is not a subsidiary of a public company, nine months after the end of its accounting reference period.
Any other company, six months after the end of its accounting reference period.

For the AGM, the notice period is at least 21 days. For any other general meeting, the notice period is at least 14 days for a limited company and at least 7 days for an unlimited company. If a company’s articles require a longer period of notice the meeting must be called to reflect this.

A company is not required to hold an AGM in the following circumstances:

If everything that is required to be done at the meeting is done by a written resolution and copies of the documents required to be laid or produced at the meeting are provided to each member of the company on or before the circulation date of the written resolution.
A single member company is not required to hold an AGM.
A company to dispense with the holding of AGMs by a written resolution or a resolution at a general meeting passed by all members.
A dormant company is exempted from the requirement to hold AGMs.

The new Companies Ordinance provides that a company can hold a general meeting at two or more places using any technology that enables the members who are not together at the same place to listen, speak and vote at the meeting, subject to any provision of its articles.

Filing of Annual Return

An Annual Return (Form NAR1) is a statutory document that every company incorporated in Hong Kong must file with the Companies Registry. The obligation to file an Annual Return applies to:

Private companies incorporated in Hong Kong.
Public companies, subject to stricter requirements.
Companies limited by guarantee.
Non-Hong Kong companies that have a registered place of business in Hong Kong.

The core information on the Annual Return includes a company’s:

Registered office address.
Full names and particulars of directors.
Details of the company secretary.
Names of shareholders and details of shareholdings.
Information about share capital and company type.

The Annual Return must be filed even if none of the information contained in the company’s previous Annual Return registered with the Companies Registry has changed. This ensures that a company’s public record remains accurate and up to date, allowing stakeholders, regulators and business partners to verify essential company information.

There is no requirement to deliver any specified form for reporting a transfer of shares when a transfer takes place, but any transfer of shares should be reported in the Annual Return first made by the company after such a transfer took place. For any sale or transfer of treasury shares, however, listed companies must deliver a return in the specified form (Form NSC22) to the Registrar of Companies for registration within 15 days after the date of sale or transfer.

For Public Companies and Companies Limited by Guarantee, certified true copies of the company’s financial statements, including directors’ reports and auditors’ report, should also be delivered for registration together with the Form NAR1.

The Annual Return must be manually signed by a director or the company secretary and should be delivered, either electronically or in hard copy, to the Registrar of Companies for registration, together with the correct annual registration fee, within 42 days after the company’s return date.

For most companies, this is the anniversary of the date of incorporation or redomiciliation in Hong Kong. For Public Companies and Companies Limited by Guarantee, the Annual Return is required to be delivered within 42 days after the company’s return date. The return date for a public company is six months after the end of the company’s accounting reference period and for a guarantee company is nine months after the end of the company’s accounting reference period.

Newly incorporated companies should pay attention to their first filing requirement, which may differ from ongoing obligations.

For a Registered Non-Hong Kong Company, the Annual Return is Form NN3, which must be delivered, either electronically or in hard copy, to the Registrar of Companies for registration, together with the correct annual registration fee, within 42 days after the anniversary of registration.

If an annual return is not delivered within the prescribed time period for registration, a substantially higher registration fee is payable for the late delivery of annual return.

The company and every responsible person of the company are liable to prosecution and, if convicted, default fines. The maximum penalty is HKD50,000 for each breach and, in the case of a continuing offence, a daily default fine of HKD1,000.

The Companies Registry has set up an e-Registry, a 24-hour portal to facilitate electronic submission of applications for company incorporation, specified forms and other documents.

Other Statutory Filing Requirements and Filing Deadlines

Filings are also required to be made in relation to changes as follows:

Form NR1 – Notice of Change of Address of Registered Office

A company must have a registered office in Hong Kong to which all communications and notices may be addressed.
A company must ensure that notice of change of address (Form NR1) is delivered to the Registrar for registration within 15 days after the change.
The form must be signed by a director or the company secretary.
If default is made in delivering the notice for registration, the maximum penalty for each breach is HKD50,000 together with a daily default fine of HKD1,000 for a continuing offence.
For a Registered Non-Hong Kong Company, the Return of Change of Address is Form NN9, which must be delivered to the Registrar for registration within one month after the date of the change. ‘Care of’ addresses are not acceptable.
To notify the change of registered address to the IRD, a company must file a form IRC3111A to the IRD within one month of the change.

Form ND2A – Notice of Change of Company Secretary and Director (Appointment/Cessation)

To report the appointment of directors or cessation to act as directors, a company must deliver Form ND2A to the Registrar for registration within 15 days after the appointment or cessation.
To report the appointment of company secretary or company secretary ceasing to hold office, a company must deliver Form ND2A to the Registrar for registration within 15 days after the appointment or cessation.
The form must be signed by a director or the company secretary.
If default is made in delivering the notices, the maximum penalty is HKD25,000 for each breach together with a daily default fine of HKD700.
For a Registered Non-Hong Kong Company, the Return of Change of Company Secretary and Director (Appointment/Cessation) is Form NN6, which must be delivered to the Registrar for registration within one month after the date of the change.

Form ND2B – Notice of Change in Particulars of Company Secretary and Director

Company secretaries and directors must report changes to the Companies Registry, including changes to names and addresses to ensure compliance and maintain accurate public records.
Company secretaries and directors who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.
To report the change in particulars of a company secretary or director, a company must deliver a Form ND2B to the Registrar for registration within 15 days after the change.
The form must be signed by a director or the company secretary.
If default is made in delivering the notices, the maximum penalty is HKD25,000 for each breach together with a daily default fine of HKD700.
For a Registered Non-Hong Kong Company, the Return of Change in Particulars of Company Secretary and Director is Form NN7, which must be delivered to the Registrar for registration within one month after the date of the change.

Form NSC1 – Return of Allotment

A company must deliver a return of allotment to the Registrar for registration in the specified form, containing particulars such as details of shares allotted and the total of the allotment.
A statement of capital, which is a snapshot of a company’s latest share capital, is included in the Form NSC1.
To report any allotment of shares, a company must deliver a Form NSC1 to the Registrar for registration within one month after an allotment of shares.
The form must be signed by a director or the company secretary.
If default is made in delivering the returns, the maximum penalty is HKD25,000 for each breach together with a daily default fine of HKD700.

Form NNC2 – Notice of Change of Company Name

Step 1: Choose a new name for the company – a company name may be in English or Chinese, but a company name with a combination of English letters and Chinese characters is not acceptable. A company may adopt both an English and a Chinese name. A company name that is the same as a name already appearing in the index of company names kept by the Registrar of Companies will be rejected. The intended company name must also satisfy the relevant requirements of the Companies Ordinance and certain words and expressions (trust, bank etc.) will require prior approval of the Registrar before registration.
Step 2: Pass a Special Resolution (requiring a 75% majority vote) to change the company name – the Special Resolution and the Articles of Association, as altered to reflect a change of company name only, do not need to be delivered to the Registry.
Step 3: Fill in a Form NNC2 Notice of Change of Company Name – to report a change of company name, a company must deliver a Form NNC2 to the Registrar for registration within 15 days after the passing of the Special Resolution together with the fee. The form must be signed by a director or the company secretary.
Step 4: A Certificate of Change of Name will be issued by the Registrar in electronic or hard copy form, depending on the mode of delivery of Form NNC2. The change of name will be effective from the date on which the Certificate of Change of Name is issued.Note that the registrability of the intended company name can only be confirmed after the Form NNC2 has been processed by the Registry. If the intended company name is incorrect or cannot be registered, the Form NNC2 may be rejected, and the fee paid will not be refunded.
For a Registered Non-Hong Kong Company, the Return of Alteration of Corporate Name is Form NN10, which must be delivered to the Registrar for registration within one month after the date of the change.

Form NAA1 – Notice of Alteration of Company’s Articles

A company may only alter its Articles of Association by special resolution (requiring a 75% majority vote).
If any provision of a company’s articles is altered the company must deliver a Form NAA1 to the Registrar for registration within 15 days after the passing of the Special Resolution.
The form must be signed by a director or the company secretary.
A copy of the special resolution for alteration of the Articles of Association must also be delivered to the Registrar for registration, together with a copy of the company’s articles as altered which is certified by an officer of the company as correct.
If any provision of a company’s articles, or the effect of any provision of a company’s articles, is altered by an order of the Court, the company must, within 15 days after the date on which the alteration takes effect, deliver a Form NAA1 to the Registrar for registration, together with an office copy of the order and a copy of the articles as altered by the order.
For reporting alteration of a company’s objects only, Form NAA2 (Notice of Alteration of Company’s Objects) should be used.
For reporting alteration of any provisions of the articles of an existing company if the provisions were contained in the company’s Memorandum of Association and could lawfully have been contained in the company’ articles instead of in the Memorandum of Association when the Memorandum was registered, Form NAA3 (Notice of Alteration of Certain Articles by Existing Company) should be used.
For reporting change of company status from private company to public company or vice versa by alteration of the company’s articles, Form NAA4 (Notice of Change of Company Status) should be used.
Each form must be signed by a director or the company secretary and is required to be delivered with a certified copy of the amended articles.
If default is made in delivering the form for registration, the maximum penalty is HKD10,000 for each breach together with a daily default fine of HKD300.

Additional filings for Registered Non-Hong Kong Companies

Form NN5 – Return of Change in the Charter, Statues or Memorandum etc. of Registered Non-Hong Kong Company

To report any change in its Charter, Statues or Memorandum, a Registered Non-Hong Kong Company must deliver a Form NN5 to the Registrar for registration within one month after the date of the change.
The form must be signed by a director or the company secretary.
A certified copy of the charter, statutes or memorandum (including articles, if any) of the company or any other instruments defining the company’s constitution after the change must also be delivered with the form.
If the charter, statutes or memorandum (including articles, if any) of the company or any other instruments defining the company’s constitution is in a language other than English or Chinese, only a certified translation of the charter, statutes, memorandum or instruments in English or Chinese is required to accompany the Form NN5.
If default is made in delivering the form for registration, the maximum penalty is HKD10,000 for each breach together with a daily default fine of HKD300.

Form NN8 – Return of Change of Authorised Representative of Registered Non-Hong Kong Company (Appointment/Cessation)

The address of an authorised representative must be in Hong Kong.
To report the appointment of an authorised representative or an authorised representative ceasing to hold office, a Registered Non-Hong Kong Company must deliver Form NN8 to the Registrar for registration within one month after the appointment or cessation.
The form must be signed by a director or the company secretary.
If default is made in delivering the returns for registration, the maximum penalty is HKD25,000 for each breach together with a daily default fine of HKD700.

Form NN8C – Return of Change in Particulars of Authorised Representative of Registered Non-Hong Kong Company

Authorised Representatives must report changes to the Companies Registry, including changes to names and addresses to ensure compliance and maintain accurate public records.
To report the change in particulars of an Authorised Representative, a Registered Non-Hong Kong Company must deliver a Form NN8C to the Registrar for registration within one month after the change.
The form must be signed by a director or the company secretary.
If default is made in delivering the notices, the maximum penalty is HKD25,000 for each breach together with a daily default fine of HKD700.

Form NN10 – Return of Alteration of Corporate Name of Registered Non-Hong Kong Company

For a Registered Non-Hong Kong Company, a ‘domestic name’ refers to the name or names by which the company is registered in its place of incorporation. A ‘corporate name’ means a domestic name, or a translation of a domestic name, by which the company is registered in the Companies Register of Hong Kong.
To report an alteration of its corporate name, a Registered Non-Hong Kong Company must deliver a Form NN10 to the Registrar for registration within one month after the date of the change.
The form must be signed by a director or the company secretary.
The form should be delivered with supporting document(s) issued by the relevant government authority in the company’s place of incorporation (certificate of change of name) showing the alteration and the effective date of the alteration.
If the supporting document is not the original, it must be certified. If it is not in English or Chinese, it should also be delivered together with a certified translation in either of these languages.
If default is made in delivering the form for registration, the maximum penalty is HKD10,000 for each breach together with a daily default fine of HKD300.

Form NN13 – Notice of Cessation of Place of Business in Hong Kong of Registered Non-Hong Kong Company

To report a cessation of place of business in Hong Kong, a Registered Non-Hong Kong Company must deliver a Form NN13 to the Registrar for registration within seven days after the cessation.
The form must be signed by a director or the company secretary.
If default is made in delivering the form for registration, the maximum penalty is HKD10,000 for each breach together with a daily default fine of HKD300.
If after the cessation of place of business, a person ceases to be the authorised representative in Hong Kong of the non-Hong Kong company, the company is still required to deliver to the Registrar for registration a return in respect of another person as an authorised representative of the company for at least 11 months from the date of cessation of place of business. Forms NN8 and NN8C for reporting the relevant changes of authorised representatives should be delivered for registration.

Sovereign Company Secretarial Service HK

Sovereign provides company secretarial services and registered office facilities to Hong Kong companies. As company secretary, Sovereign will take responsibility for:

Maintaining the company’s statutory books and records.
Providing access to the company’s statutory books and records.
Preparing and filing of Annual Returns and other returns with the Companies Registry.
Issuing reminders of accounting deadlines.
Reporting changes, such as a change of company name, director, registered office address and share allotment.

In addition, Sovereign can offer board assistance and support, including:

Scheduling of meetings, setting of agendas and the circulation and the delivery of papers.
Taking records of board and committee meetings.
Arrangement and implementation of share transfers and changes in shareholding, or dividend distributions and capital contributions.

Finally, we can assist with the deregistration or dissolution of entities that are no longer required, whether it be the closure of a single entity in Hong Kong or the closure of multiple branch and representative offices and companies across a range of jurisdictions.