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 of a private company is not permitted to also be the Company Secretary. Nor can the Company Secretary be a company in which this director is also a sole director.
A Hong Kong listed company or a company limited by guarantee is required to have a Company Secretary and at least two directors, one of which may also be the Company Secretary. It must not, however, have a body corporate as its director.
If the Company Secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the Company Secretary is a body corporate, the address of its registered or principal office should be 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:
- Maintaining and updating the company’s statutory registers.
- Organising meetings of directors and shareholders.
- Sending out notices of meetings.
- Attending, recording and keeping minutes of meetings.
- Filing forms and documents with the Companies Registry.
- 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.