Hong Kong's Companies Ordinance (Cap. 622) sets specific legal requirements for who can serve as a company secretary and what that person or entity must do. Appointing someone who does not meet these requirements is not a minor administrative issue: it leaves the company without a legally valid company secretary, which is a criminal offence.
This guide covers the eligibility rules for both individual and corporate company secretaries, the ongoing duties the role requires, and how to verify a provider before signing. For a full overview of the role including costs, see our Hong Kong company secretary guide.
Highlights of this article
- Every Hong Kong private limited company must appoint a company secretary at incorporation. The role cannot be vacated.
- An individual company secretary must be ordinarily resident in Hong Kong. A sole director cannot also serve as company secretary.
- A corporate company secretary must be a licensed Trust or Company Service Provider (TCSP) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).
- The company secretary is legally responsible for Annual Return filings, statutory register maintenance, and notifying the Companies Registry of all company changes within 15 days.
- Verify any TCSP's licence status on the Companies Registry licensee list before appointing them.
Legal basis for the requirement
Section 474 of the Companies Ordinance (Cap. 622) requires every Hong Kong private limited company to appoint a company secretary at all times. The requirement applies from the date of incorporation. There is no grace period.
Failure to maintain a company secretary is a criminal offence. The company and every responsible officer are liable to fines of up to HKD 10,000 per breach. The obligation to have a company secretary in place at all times means the outgoing secretary and incoming secretary must be appointed on the same day. There can be no gap.
Eligibility requirements: individual company secretary
An individual serving as company secretary must meet all 3 of the following:
| Requirement | Detail |
|---|---|
| Ordinarily resident in Hong Kong | Main residence must be in Hong Kong. Physical presence required for a significant portion of the year. |
| At least 18 years old | No exceptions |
| Not the sole director of the same company | The sole director of a company cannot also serve as its company secretary. Two different persons (or entities) must hold these roles. |
What "ordinarily resident" means. A person is ordinarily resident in Hong Kong if Hong Kong is their principal place of residence. A Hong Kong permanent resident who lives primarily abroad does not qualify. A foreign national on a valid Hong Kong work or investment visa who resides in Hong Kong qualifies.
The sole director rule. This is the most common compliance mistake for small companies. If a company has only 1 director, that director cannot also serve as company secretary. A separate individual or licensed TCSP must be appointed. This rule does not apply if the company has 2 or more directors, in which case one director may serve as company secretary.
There is no formal qualification requirement for individual company secretaries of private companies. However, they must be capable of fulfilling all statutory duties.
Eligibility requirements: corporate company secretary (TCSP)
A corporate body serving as company secretary must be a licensed Trust or Company Service Provider (TCSP) with a registered office or principal place of business in Hong Kong. The TCSP licence is issued under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) by the Companies Registry.
| Requirement | Detail |
|---|---|
| TCSP licence | Must hold a valid licence issued by the Companies Registry under Cap. 615 |
| Registered office in Hong Kong | The TCSP must have a physical registered office in Hong Kong |
| Not connected to sole director | The TCSP cannot be appointed if its sole director is also the sole director of the client company |
TCSP licences have been mandatory since March 2018. Any corporate body providing company secretarial services commercially without a TCSP licence is operating illegally and cannot legally act as your company secretary regardless of how professional their service appears.
How to verify a TCSP licence. Check the Companies Registry TCSP licensee list to confirm that your provider holds a valid and current licence before signing any agreement.
Air Corporate is a licensed TCSP (TC008778). Our licence status is verifiable on the Companies Registry website.
What the company secretary is required to do
Beyond who qualifies, the Companies Ordinance defines what the company secretary must do. These are not optional services: they are statutory obligations that fall on the company secretary:
Annual Return (NAR1) filing
The company secretary must file Form NAR1 with the Companies Registry within 42 days of the company's incorporation anniversary each year. The NAR1 records current directors, shareholders, company secretary, and share capital details. Late filing triggers penalty fees from HKD 870 to HKD 3,480 depending on how late the return is filed. See our annual return filing guide for the full fee schedule.
Statutory register maintenance
The company secretary must maintain the following registers at the registered office and keep them accurate and up to date:
- Register of Members (all shareholders, shareholdings)
- Register of Directors (all current and past directors)
- Register of Company Secretaries (current and previous secretaries)
- Register of Charges (if the company has any secured creditors)
- Significant Controllers Register (SCR): all persons with 25%+ ownership or control
Failure to maintain these registers is a criminal offence.
Change notifications to the Companies Registry
Any change to company details must be notified to the Companies Registry within the required deadline:
| Change | Form | Deadline |
|---|---|---|
| Change of director | ND2A | Within 15 days |
| Change of company secretary | ND2A | Within 15 days |
| Change of registered address | NR1 | Within 15 days |
| Change of shareholder | NSC1 / NSC2 | Within 1 month |
| Change of company name | NNC2 | Within 15 days of special resolution |
Missing these deadlines triggers fines of up to HKD 25,000 plus HKD 700 per day of continued non-compliance.
Board resolutions and meeting minutes
The company secretary prepares and retains minutes of all board meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings (EGMs). These are legal documents that must accurately record all resolutions passed, directors present, and votes taken. They must be retained and available for inspection.
For most small private companies, the AGM is conducted as a written resolution prepared by the company secretary. See our guide to annual requirements for a Hong Kong company for the full compliance calendar.
Business Registration Certificate renewal
The company secretary manages the annual renewal of the Business Registration Certificate (BRC). The BRC must be renewed before the incorporation anniversary date and must be displayed at the company's registered address.
The designated representative: a separate requirement
Since 1 March 2018, every non-listed Hong Kong company must also appoint a designated representative (DR) to manage the Significant Controllers Register. The DR is a separate legal role from the company secretary.
The DR must be a natural person (not a corporate body) and must be a Hong Kong resident who is a director, employee, or member of the company, or a licensed professional (CPA, solicitor, or TCSP individual representative).
In practice, for most small companies, the company secretary and DR are the same person or covered under the same TCSP service agreement. When using a TCSP like Air Corporate, both roles are covered under a single annual fee. See our guide on designated representative vs company secretary for the full eligibility rules and comparison.
How to appoint a qualifying company secretary
- Decide: individual or TCSP. For most foreign-owned companies, a licensed TCSP is the practical choice. It eliminates the need to find a Hong Kong-resident individual and removes vacancy risk.
- Verify eligibility. If appointing an individual, confirm Hong Kong residency. If appointing a TCSP, verify the TCSP licence on the Companies Registry TCSP licensee list.
- Pass a board resolution. The board of directors must pass a resolution formally appointing the company secretary.
- File Form ND2A. For companies already incorporated, file Form ND2A with the Companies Registry within 15 days of the appointment date. During incorporation, the secretary's details are included in the NNC1 application.
If you are changing your current company secretary, see our step-by-step guide to how to change your company secretary in Hong Kong.
Air Corporate (TC008778) is a licensed TCSP providing company secretary services for Hong Kong private limited companies from USD 955/year. All statutory requirements covered: NAR1 filing, registers, change notifications, BRC renewal, registered address, and designated representative. Get started
