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According to the Hong Kong Companies Ordinance, all limited liabilities companies in Hong Kong are required to have the following:
- A registration address in Hong Kong
- A minimum of one Director
- A Company Secretary
In this article, we will share the 7 things you need to know about your Hong Kong Company Secretary.
1. What is a Company Secretary?
A company secretary is a statutory position.
Company Secretaries are in charge of the managerial and administrative duties of your company.
Your company secretary is not an employee and shall not be mistaken for a clerk.
Your company secretary holds an important position.
It ensures that your company and its operations are run in compliance with the law.
- liaising with governmental authorities (e.g. Companies Registry, Inland Revenue Department)
- communicating with the directors and shareholders regarding the administration of your company
- handling administrative matters so that your company remains in good standing at all times
Your company secretary also has other essential responsibilities that extend to the decision-making, governance, and administration process.
2. Who can be appointed as Company Secretary for your company?
You have 2 options when hiring a company secretary for your Hong Kong company.
You can appoint an individual person as company secretary.
That person must be a resident of Hong Kong.
The law does not legally require you to hire a professional, however, it is strongly recommended to do so.
The role of the company secretary involves certain responsibilities and potential liabilities for your company, as well as for the company secretary.
Appointing a friend as company secretary for your company is therefore not a good idea.
Alternatively, we recommend that you can appoint a professional corporation as company secretary.
Finally, if a company is listed on the Hong Kong Stock Exchange, it should appoint a Chartered Company Secretary (non-listed companies do not need to do so).
Also, please note that if a company has only one director, the sole director cannot also act as Company Secretary for the company as well.
3. Why Company Secretaries are important
From a regulatory perspective, your company secretary is important because it is a statutory position.
The Hong Kong Companies Ordinance s.474 makes it clear that all Hong Kong companies shall appoint a company secretary.
A statutory position also involves a certain number of statutory duties and liabilities.
From a business perspective, your company secretary should advise the company to ensure sure that it stays compliant with all applicable regulations.
Your company secretary needs to ensure that all important documents are handled and filed on time.
This will help avoid government penalties or potential prosecution.
A good company secretary should also be able to guide you regarding the best structuring for your company and the best way to restructure your company when you need it.
4. The role of a Company Secretary?
The main responsibilities of a company secretary generally include:
- Assisting with the incorporation of your Hong Kong company
- Collecting and receiving company documents sent from the government
- Maintaining your company’s statutory records (Registers of members, directors, significant controllers, company secretaries, share certificates)
- Preparing and filing Annual Returns (NAR1 Form)
- Preparing the agenda and minutes of a board meeting and general meetings (including the annual general meeting)
- Recording share transfers and issuance of new shares
- Overseeing the procedures for the deregistration or liquidation of your company
- Assisting in Hong Kong bank account opening
- Preparing certified true copies of your company documents
- Providing a registered address for your company
This list is not exhaustive.
In practice, we recommend listing the tasks assigned to your company secretary in an engagement letter or service contract.
5. What makes a good company secretary?
Most importantly, your company secretary should understand company processes, context, and policies in order to ensure that your company is always compliant with Hong Kong regulations.
Directors of a company fully depend on the company secretary to highlight administrative compliance issues within the company and to provide solutions.
This is why hiring a friend or board member with no experience for the position is not recommended.
A good company secretary will keep an eye on all the deadlines and filing requirements.
This will avoid errors or delays in the submission and filing of documents and possible penalties.
6. Can your company secretary help with tax matters?
Your company secretary can help ensure that your company meets its tax obligations and deadlines. This includes:
- Registering the company with Inland Revenue Department (IRD) as part of the incorporation process
- Soliciting additional authorizations that your business might require on tax matters. However, your company secretary should not be mistaken with a tax advisor
- At the end of each financial year, your company secretary will help you ensure that your company files the tax returns correctly and on time
7. Appoint Air Corporate as your HK Company Secretary
Air Corporate has incorporated and acted as company secretary for thousands of companies.
We understand the needs of entrepreneurs and SMEs outside of Hong Kong.
We take control of all administrative aspects of your company.
We allow you to focus on your business while your company remains in good standing and compliant.
Our clients have access to our online platform and can consult and download their company documents at any time and from anywhere.
In addition to acting as your company secretary, Air Corporate provides various services to Hong Kong companies.
This includes opening a Hong Kong company, getting a business account in 48 hours, accounting and tax services.
Most of our incorporation packages include company secretary services.
If you did not incorporate your Hong Kong company with Air Corporate, you still can appoint us as company secretary and enjoy our services (including the opening of a bank account in 48 hours and online).
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