Company Secretary: What is it? What is it for?

Are you planning to incorporate a limited company in Hong Kong? If so, according to the Hong Kong Companies Ordinance you need to appoint a local company secretary.

What is a company secretary exactly? The company secretary is a company representative who will report to the Companies Registry any change in the structure of the company and its key personnel data. It is the role of a company secretary to ensure that companies comply with their legal obligations. Further, the company’s statutory records and registers also have to be maintained properly and updated. Responsibilities of the company secretary usually include:

  • Managing shareholders and board of directors minutes;
  • Managing company’s change of name and change of registered address;
  • Reporting directors and shareholders’ change of particulars;
  • Appointing new directors and reporting existing director’s cessation;
  • Organizing transfer of shares, shares allotment, as well as capital increase; and
  • Preparing and filing annual returns, etc.

Who can be company secretary? Who cannot? Almost anyone can be appointed acompany secretary, but if the company secretary is a natural person, he/she must reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office must be in Hong Kong. Moreover, if a private company is run by a sole director, this director must not be the company secretary. In other words, one of the company’s directors can be the company secretary if, and only if there is more than one director.

In any event, except for big companies who can afford to employ an in-house duly qualified company secretary, company secretarial work is usually provided by an appointed external professional who has the experience and expertise in handling company secretarial duties. Considering the low average cost of such services, it is not only recommended to subcontract to avoid mistakes and delays but also to save entrepreneurs time that would be better dedicated to business development.

Want to appoint LCCS as your company secretary?

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 Or feel free to contact us. The LCCS Team will be pleased to answer you.
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