What are the requirements for a Company Secretary in Hong Kong?

Understanding the requirements for a company secretary in Hong Kong is crucial for any business owner or director.

The role of a company secretary is to ensure that the company complies with all statutory financial and legal requirements under applicable laws and regulations in Hong Kong. These include, among others, the Companies Ordinance, Business Registration Ordinance and the Inland Revenue Ordinance.

The Companies Ordinance sets out clear guidelines to ensure that every company appoints a qualified and capable company secretary.

A company secretary can be either an individual or a corporate body. A company secretary who is a natural person must be aged 18 or above and must be ordinarily resident in Hong Kong. Company secretaries who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.

A company secretary who is a corporate entity must be a Hong Kong-registered company, or an overseas incorporated company registered in Hong Kong as a non-Hong Kong company, that has its registered office or principal place of business in Hong Kong.

If the secretary is a corporate entity, it must further hold a Trust and Company Service Provider (TCSP) licence issued by the Companies Registry.

A private local limited company must have at least one director who is a natural person and one company secretary. The Companies Ordinance expressly prohibits a sole director from acting as the company secretary of the same company. It also provides that no private company having only one director may have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company. If there are multiple directors, one director may take on the role of company secretary.

For listed companies, the requirements are even more stringent: the company secretary must be a member of the Hong Kong Chartered Governance Institute (HKCGI), a qualified solicitor or a certified public accountant.

The HKCGI, formerly known as The Hong Kong Institute of Chartered Secretaries (HKICS), is the only qualifying institution in the Chinese mainland and Hong Kong for the internationally recognised Chartered Secretary and Chartered Governance Professional qualifications.

Given the complexity and importance of the company secretary role, many companies choose to appoint a professional corporate services provider.

Sovereign Trust (Hong Kong) is a Hong Kong-registered company that has its registered office in Hong Kong. It holds a Trust and Company Service Provider (TCSP) licence issued by the Companies Registry.

We offer expert company secretarial services and registered office facilities to Hong Kong companies, ensuring that your business meets all statutory requirements and operates smoothly and compliantly.

Our company secretarial services include:

• Acting as named company secretary of the Hong Kong company
• Preparing annual returns and filing at the Companies Registry
• Preparing documents in respect of annual general meetings
• Keeping and updating statutory books and records
• Preparing documents in relation to share transfers
• Amending articles of association under Hong Kong law and filing at the Companies Registry
• Preparing documents and filing at the Companies Registry in respect of:
  • Change of director or company secretary
  • Change of registered office address
  • Change of name
  • Share allotment
  • Consolidation or subdivision of share capital

If you are unsure whether your current arrangements meet the legal requirements, or if you need help appointing a qualified company secretary, contact us today for a consultation.