Is there a requirement for a Company Secretary in Hong Kong?

Yes. Under the Companies Ordinance (Cap. 622), every Hong Kong company – whether private or public – is required to appoint a company secretary. This is not just a formality; a company secretary is the guardian of the company’s proper compliance with both the law and best practice.

A company secretary is the most senior administrative officer of a company or organisation. With the increasing focus in recent years on corporate governance, the role of the company secretary has grown in importance.

Their role is to ensure that the company complies with all statutory financial and legal requirements under applicable laws and regulations. These include, among others, the Companies Ordinance, Business Registration Ordinance and the Inland Revenue Ordinance. The duties a company secretary will undertake are wide ranging and will generally include the following:

• Maintaining the company’s statutory books, including:
  • Register of present and past directors and secretaries.
  • Register of all shareholders, past and present, and their respective shareholdings.
  • Register of any charges on the company’s assets.
  • Minutes of general meetings and board meetings.
• Preparing and filing annual returns at the Hong Kong Companies Registry. Other documents which must be filed include the directors’ report and auditors’ report, where applicable, and financial statements, including details of the company’s assets and liabilities.
• Remind the directors to prepare the financial statements of the company, have them audited and approved annually at the annual general meeting of the company. These statements then have to be filed with the tax return of the company with the Inland Revenue Department for all business, whether within or outside Hong Kong.
• Other corporate filings include information of and about directors and officers, any increase of authorised or paid-up capital and reporting of the passing of ordinary and special resolutions.
• Arranging meetings of the directors and the shareholders, which involves the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
• Informing the Companies Registry of any significant changes in the company’s structure or management, such as the appointment or resignation of directors.
• Establishing and maintaining the company’s registered office as the address for any formal communications and ensuring that all the company’s business communications (stationery, website, emails, order forms and invoices) carries its name, registered number and registered address.
• Ensuring the security of the company’s legal documents, such as the certificate of incorporation and the memorandum and articles of association.
• Deciding on the company’s policy for the filing and retention of documents.
• Advising directors on their duties and ensuring that they comply with corporate legislation and the articles of association of the company.

The risks of non-compliance with local regulations can be significant, with the potential for harsh consequences for organisations and individuals. It is essential to know that your entities, wherever they are located around the world, are in good standing, that business decisions are accurately implemented and that necessary changes can be effected in a straightforward and timely manner.

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

A company secretary will often be required to take on a variety of additional administrative duties, such as: insurance, company pension scheme, administration of share schemes, payroll, management of the company’s premises and facilities, compliance with data protection and health and safety requirements, and registering and maintaining intellectual property (IP).

Failing to appoint a company secretary or neglecting their duties can result in penalties, fines and even legal action against the company and its officers. For this reason, many businesses in Hong Kong choose to engage professional Corporate Service Providers like Sovereign Trust (Hong Kong). Our experienced team will ensure that your company remains compliant, allowing you to focus on growth and operations.

Appointing a company secretary in Hong Kong is not only mandatory, it is also essential for the smooth and lawful running of your business. If you need guidance or wish to outsource this critical function, Sovereign Trust (Hong Kong) is able to assist.