A company secretary is a key stakeholder in the corporate governance framework of a company to ensure its operations are in accordance with the law. The title of a company secretary may give one the impression that they only perform clerical duties. In reality, though, providing company secretarial services goes beyond merely facilitating compliance.
Specifically, when entrepreneurs set up a corporate entity in a new country, they need a company secretary to make sure that the incorporation and day-to-day operations are as per local law. That’s why when you register a company in Hong Kong, appointing a Hong Kong company secretary is a necessity.
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.
Even though there may be a few similarities between the functions performed by company directors and a company secretary, one cannot substitute the other. A company secretary is appointed to assist company directors with the day-to-day management of the company. But the ultimate responsibility of managing the company lies with the company directors.
2. 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 that it stays compliant with all applicable regulations.
Appointing a company secretary in Hong Kong can help you get a better understanding of the intricacies of local fiscal and corporate regulations.
The company secretary also acts as the company’s representative for government agencies. In case the Hong Kong administration needs to contact your company, your company secretary acts as the point of contact to provide the necessary information.
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.
3. Who Can Be Appointed As a Hong Kong Company Secretary?
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 act as Company Secretary for the company.
4. What Is the Role of your Hong Kong 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)
- Organizing and attending board meetings
- 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
- Liaising with various stakeholders of the company, including agencies such as the Companies Registry and Inland Revenue Department
- Updating relevant company records to reflect any post-incorporation changes and filing them with the Companies Registry
- Staying up to date with changes in policies and legal regulations and carrying out prompt actions needed
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.
Have you already appointed a person to provide company secretarial services? Here’s a handy guide on what you need to do to change your company secretary.
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.
The ideal company secretary is a good communicator with excellent diplomacy skills, capable of maintaining operational competence. As an officer of the company, a company secretary also has a fiduciary duty and must act in the best interests of the company.
Since your company secretary is privy to the company’s details and serves as the custodian of company records, they should be someone whose integrity cannot be doubted.
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. Can I Appoint Air Corporate As My Hong Kong Company Secretary?
Given how critical the role of a company secretary is for ensuring operations as per the legal and regulatory requirements of a country, appointing the wrong person can result in unpleasant consequences.
But gone are the days of hiring a local company secretary, who operates out of a brick-and-mortar office. Choosing a digital company secretarial service for your Hong Kong company is a smarter and more convenient way of staying on track with compliance obligations.
To ease your burden, you can appoint Air Corporate as your Hong Kong company secretary. We perform the full suite of company secretarial duties and take care of all obligations in a timely manner.
Company secretary services are provided as part of most incorporation packages Air Corporate offers. Additionally, Air Corporate provides various services to Hong Kong companies, including opening a Hong Kong company, getting a business account in 48 hours, accounting and tax services. Using our online platform, you can also get instant access to all the relevant company documents.
Even if you don’t incorporate your Hong Kong company with Air Corporate, you still can appoint us as the company secretary and enjoy our services (including the opening of a bank account in 48 hours and online).
Register your company with Air Corporate and get a free business kit!
Focus on your business, we take care of the rest.