Company secretary for a company in Hong Kong

Are you considering forming a limited liability company (limited) in Hong Kong? If so, under the Hong Kong Companies Ordinance, you must appoint a local company secretary for your Hong Kong company. But what exactly is a company secretary? What do they do, and do you need one to ensure your Hong Kong limited liability company remains compliant? Continue reading to find out more.

What is a company secretary?

The company secretary is a company representative who must report any changes to the company's structure and key personnel information (i.e., its directors and shareholders) to the Companies Registry. Be careful not to confuse a "company secretary" with a "secretary," whose duties may be limited to administrative tasks. An officially appointed company secretary plays a much more advanced role in a company's legal management.

Do I need to appoint a company secretary in Hong Kong?

Yes, appointing a competent company secretary is mandatory for a Hong Kong company. Under the Companies Ordinance, every private company incorporated in Hong Kong must have a company secretary to remain compliant with the local authorities. You therefore cannot incorporate a company without appointing one, and a company is required to retain one throughout its existence, as well as a corresponding bank account in the company's name. Our firm, Merritt Asia, has been present in Hong Kong since 1998 and acts as the company secretary for your company.

What does a company secretary do?

The role of a company secretary is to ensure that companies comply with their legal obligations, particularly regarding tax filings in Hong Kong. More specifically, a company secretary must help maintain a company's statutory records and registers and update them as needed. The responsibilities of the company secretary generally include managing the company's legal obligations and tax filings in Hong Kong.

• Managing the minutes of shareholders' and directors' meetings;
• Managing changes to the company's name and registered address; a crucial step for business registration in Hong Kong.
• Reporting changes to the contact details of directors and shareholders;
• Appointing new directors and reporting the cessation of existing directors for a company in Hong Kong;
• Arranging share transfers, share issues, and increases in share capital;
• Preparing and filing annual returns;
• Keeping the company's statutory registers and books up to date (for example, the register of directors, the register of shareholders, the register of significant controllers, etc.);
• Managing administrative mail (if you use their registered office - note that this is recommended because your company secretary will generally inform you and tell you what to do with such mail).

Who can be a company secretary?

An individual or a corporate entity can be a company secretary, but keep in mind that this has significant implications for the tax management of your Hong Kong company.

• The sole director of a private company cannot also be the company secretary (i.e., one of the company's directors may be the company secretary only if there is more than one director in office);
• If the company secretary is an individual, they must reside in Hong Kong (permanently or otherwise) and participate in the company's tax management;
• If the company secretary is a corporate entity, its registered address or registered office must be in Hong Kong. In addition, it must hold a valid trust or company service provider licence (also known as a TCSP licence) issued by the Companies Registry.

How do you choose one for a company in Hong Kong?

First, keep in mind that a company secretary must know what they are doing - you should not appoint just anyone to fill this position! The various maintenance tasks handled by a company secretary are not difficult. However, there are many deadlines and details to consider when preparing the documentation to be submitted and updating the company's records. That said, as the role requires a certain level of knowledge and experience, if you appoint an individual, make sure they have the necessary background. Alternatively, if you choose a service provider, you will want to verify that they hold the appropriate licence. You can do this by searching for their name in the TCSP register (note: some providers may use trading names, so you may need to request their licence number to conduct a search). Our firm is authorised to act as the company secretary for your Hong Kong company and has more than 25 years of experience in Hong Kong. In addition to incorporating your company, we handle its administration and act as its company secretary. Choosing the company secretary Setting up a company in Hong Kong is not a decision to be taken lightly, particularly when it comes to selecting the company name and tax compliance. Make sure to appoint someone who can assist you properly. Otherwise, you risk exposing your company to errors and delays that could result in unnecessary costs.

Making the right choice for your company in Hong Kong

In summary, maintaining a company should not be taken lightly. Although there are fewer regulations and requirements for companies in Hong Kong compared with other jurisdictions around the world, it still takes time, expertise, and knowledge to ensure that a company is kept up to date. As such, it may be beneficial to seek assistance from a corporate services provider. Corporate services providers are not all the same; some are better or perhaps more suited to an entrepreneur's particular needs than others. It is therefore essential to weigh the pros and cons of the options and consider professionalism and experience, as well as value for money, before making a decision. Do you have an existing company and wish to appoint Merritt Asia as its company secretary?