Every private limited company in Hong Kong must appoint a company secretary from the moment of incorporation. This is a statutory obligation under the Companies Ordinance (Cap. 622), not an optional role. Failing to appoint, or appointing someone who does not meet the legal requirements, exposes your company to fines of up to HKD 10,000 per breach.
This guide covers everything: who qualifies, what the role involves, how much it costs, and how to choose between an in-house hire and an outsourced service. If you are still deciding whether to incorporate, read our guide to how to register a company in Hong Kong first.
Highlights of this article
- Every Hong Kong private limited company must appoint a company secretary at incorporation. The role cannot be left vacant.
- The sole director of a company cannot also serve as its company secretary. You need at least 2 different individuals or entities in these roles.
- An individual company secretary must be ordinarily resident in Hong Kong. A corporate company secretary must be a licensed Trust or Company Service Provider (TCSP) with a registered office in Hong Kong.
- Core duties include filing the annual return (NAR1), maintaining statutory registers, notifying the Companies Registry and IRD of changes, and preparing meeting minutes.
- Outsourced company secretary services start from USD 955/year with Air Corporate, covering all statutory filings, registers, and compliance obligations.
What is a company secretary in Hong Kong?
A company secretary is an officer of the company responsible for statutory compliance. The role is defined under the Companies Ordinance and carries legal accountability separate from the director or shareholders.
The company secretary ensures the company meets its obligations to the Companies Registry, the Inland Revenue Department, and other regulators, on time and in the correct format. They are the compliance anchor of the company.
The company secretary is not responsible for running the business. The role is administrative and compliance-focused. A director manages the company. A company secretary keeps it legally compliant.
Is a company secretary legally required?
Yes. Under Section 474 of the Companies Ordinance (Cap. 622), every private limited company incorporated in Hong Kong must have a company secretary at all times. The appointment must be made at incorporation and the role cannot be left vacant.
Failure to appoint a company secretary is a criminal offence. The company and every responsible officer are liable to a fine of up to HKD 10,000 for each breach. Ongoing non-compliance compounds the liability.
The company secretary's details are recorded on the public register maintained by the Companies Registry. Any change of company secretary must be notified to the Companies Registry within 15 days using Form ND2A.
Who qualifies as a company secretary in Hong Kong?
The Companies Ordinance sets specific eligibility requirements. There are 2 permitted types. For the full eligibility checklist and TCSP licence verification steps, see our company secretary requirements guide.
Individual company secretary
An individual company secretary must be ordinarily resident in Hong Kong. This means their main residence is in Hong Kong and they are physically present for a significant portion of the year. A foreign national living abroad does not qualify, even if they are a Hong Kong permanent resident.
There is no formal qualification requirement for individual company secretaries of private companies. However, they must be capable of fulfilling all statutory duties.
Key restriction: The sole director of a company cannot serve as its company secretary. If a company has only 1 director, that director must appoint a separate person or a corporate service provider as company secretary. This rule does not apply to companies with 2 or more directors, where one director may serve as company secretary.
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 in Hong Kong. TCSP licences are issued by the Companies Registry under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).
Air Corporate is a licensed TCSP. View our company secretary service and pricing.
Listed company requirements
Listed companies on the Hong Kong Stock Exchange are subject to additional requirements under the Listing Rules. The company secretary of a listed company must have relevant experience and qualifications as defined by the HKEX. This guide focuses on private limited companies only.
What does a company secretary do?
The company secretary's responsibilities fall into 4 main areas.
Your company secretary is the person who ensures that your company remains in good standing and reminds you of statutory deadlines. Allowing you to focus on your business.
1. File the annual return (NAR1)
Every private limited company must file an annual return with the Companies Registry once per year. The annual return (Form NAR1) confirms the company's current officers, registered address, share capital, and shareholder details.
The deadline for filing the NAR1 is:
- Within 42 days of the company's incorporation anniversary for private companies
Filing the NAR1 late triggers an automatic higher fee. The default fee is HKD 105. If filed more than 42 days late, the fee increases to HKD 870 (first year) or HKD 1,740 (subsequent years). The company secretary is responsible for tracking this deadline and filing on time. See our dedicated guide to annual return filing in Hong Kong for the full fee schedule and step-by-step filing process. For a complete overview of all annual compliance obligations (not just the NAR1), see our annual requirements guide.
2. Maintain statutory registers
Every company must maintain a set of statutory registers at its registered office. These include:
- Register of Members (shareholders)
- Register of Directors
- Register of Significant Controllers
- Register of Company Secretaries
- Register of Charges (if applicable)
- Minutes of all general meetings and board meetings
These registers are the official record of the company's ownership and governance structure. They must be accurate, up to date, and available for inspection. Failure to maintain them is a criminal offence.
3. Notify the Companies Registry and IRD of changes
Any change to the company's key details must be reported within strict deadlines:
| Change | Filing form | Deadline |
|---|---|---|
| Change of director | ND2A | 15 days |
| Change of company secretary | ND2A | 15 days |
| Change of registered address | NR1 | 15 days |
| Change of shareholder | NSC1 / NSC2 | Within 1 month |
| Change of company name | Special resolution + NNC2 | Within 15 days of resolution |
| Change of share capital | Return of allotment | Within 1 month |
The company secretary tracks these changes, prepares the correct forms, and submits them to the relevant authority within the required window.
4. Prepare meeting minutes
The company secretary prepares written minutes for annual general meetings (AGMs) and extraordinary general meetings (EGMs). Minutes must accurately record the resolutions passed, the directors and shareholders present, and the outcomes of votes.
For small private companies, the AGM is often a paper exercise (passing resolutions in writing), but the minutes must still be prepared and retained in the statutory registers.
In-house vs. outsourced company secretary
Most small and medium-sized companies in Hong Kong outsource the company secretary role to a licensed TCSP. In-house is only practical if the company has a dedicated compliance officer already on the payroll.
| In-house | Outsourced TCSP | |
|---|---|---|
| Annual cost | HKD 30,000–70,000 (company secretary salary) | USD 955/year (Air Corporate) |
| Eligibility | Must be HK-resident individual | Must hold TCSP licence |
| Knowledge depth | Varies by individual | Specialists in HK company law |
| Coverage if person leaves | Vacancy risk, must notify CR within 15 days | No disruption, service continuity guaranteed |
| Availability | Business hours only | Dedicated account manager |
| Typical user | Large companies with complex governance needs | Startups, SMEs, foreign-owned companies |
For most private limited companies with straightforward ownership structures, outsourcing to a TCSP costs much less than an in-house hire. From our experience, only listed or very large companies would employ a company secretary directly on their payroll.
If you are evaluating providers, see our guide to choosing a digital company secretary in Hong Kong.
Company secretary costs in Hong Kong
The market range for outsourced company secretary services in Hong Kong is HKD 1,500 to HKD 20,000 per year. A big gap. And as usual the devil is in the detail. Pricing depends on what is included in the relevant package and we always encourage our clients to study thoroughly any offer they receive to make sure they compare apples to apples. For a full breakdown of what each price tier covers and which fees are typically excluded, see our company secretary fees guide.
| Provider type | Annual cost (approx.) | What is typically included |
|---|---|---|
| Freelance individual | HKD 1,500–3,000 | Basic NAR1 filing, limited register maintenance. Make sure the person is duly licensed and is familiar with the duties of a company secretary. |
| Small TCSP firm | HKD 3,000–6,000 | NAR1, registers, change notifications |
| Full-service TCSP | HKD 5,000–8,000 | Full compliance bundle |
| Air Corporate | USD 955 (~HKD 7,470) | Full compliance + registered address + designated representative + BRC renewal |
"The gap between the cheapest and most comprehensive services is not just about price. If a provider handles only NAR1 filing, you are still responsible for keeping your registers up to date, notifying the CR of changes, and preparing board resolutions. Most company owners do not realise this until they receive a fine or fail a due diligence check."
Air Corporate's company secretary package includes:
- Licensed TCSP company secretary
- Registered address (Unit 909, Prosperity Millennia Plaza, 663 King's Road, Quarry Bay)
- Designated representative (required under Cap. 615)
- Business Registration Certificate renewal
- All statutory registers maintained and updated
- Annual general meeting resolutions
- NAR1 annual return filing
- Deadline reminders and proactive compliance alerts
- 24/7 access to your company documents in the Air Corporate app
- Digital mailing of your correspondence
The USD 955/year package covers everything a compliant Hong Kong company needs from a company secretary perspective. There are no hidden fees for standard notifications or registry filings.
To understand the full cost of running a Hong Kong company, see our Hong Kong company registration cost guide.
How to appoint a company secretary in Hong Kong
Appointing a company secretary is a mandatory step during incorporation. For companies already incorporated without a qualified company secretary, appointment must happen immediately.
Step 1: Choose between individual and corporate (TCSP)
Decide whether to appoint an individual (HK-resident) or a licensed TCSP. For most incorporated companies, a TCSP is the practical choice. It eliminates vacancy risk, does not require a salary, and automatically meets the eligibility requirements.
Step 2: Confirm eligibility
If appointing an individual, confirm they are ordinarily resident in Hong Kong. If appointing a corporate body, confirm they hold a valid TCSP licence. You can verify TCSP licences on the Companies Registry website.
Step 3: Pass a board resolution
The board of directors must pass a resolution appointing the company secretary. This resolution must be recorded in the company's minutes and retained in the statutory records.
Step 4: Complete the appointment form
For companies already registered, file Form ND2A with the Companies Registry within 15 days of the appointment. During incorporation, the company secretary's details are submitted as part of the incorporation application.
Step 5: Update the statutory registers
Update the Register of Company Secretaries with the new appointee's details. The register must show the name, address, and date of appointment.
Step 6: Brief the incoming company secretary
Provide the new company secretary with the company's constitutional documents (Articles of Association, Certificate of Incorporation), existing statutory registers, and any outstanding filings. A clean handover prevents compliance gaps.
How to change your company secretary
Changing your company secretary requires a board resolution and a Form ND2A filing with the Companies Registry within 15 days of the change. The outgoing secretary should transfer all statutory registers, company seals, and document originals to the incoming provider.
If the change is not filed within 15 days, the company is in breach and liable to a fine. For a detailed walkthrough of the process, see our guide to how to change a company secretary in Hong Kong.
Air Corporate handles company secretary services for Hong Kong private limited companies from USD 955/year. Everything is included: NAR1 filing, statutory registers, registered address, BRC renewal, and all change notifications. Get started
