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.
Hong Kong Listed Companies
For Hong Kong 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.
Sovereign Hong Kong has over 30 years experience in corporate governance and company administration in Hong Kong