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The Vital Role of a Company Secretary in Hong Kong

Hong Kong stands as an economic powerhouse and one of the premier jurisdictions for incorporating offshore companies. Recognized as the freest economy globally from 1995 to 2019, Hong Kong offers companies an ideal platform for exponential growth in Asia and beyond. However, before you can harness these benefits, you need to register your company in Hong Kong.


Under the Hong Kong Companies Ordinance, having a company secretary is a mandatory requirement for company registration.


This article delves into the role of a company secretary in Hong Kong and highlights why it's crucial to get it right.


What is a Company Secretary in Hong Kong?

A company secretary in Hong Kong is the official representative responsible for ensuring that the company's operations comply with the law. Despite the title, the role is far from clerical and encompasses significant legal and managerial responsibilities.

Why is a Company Secretary in Hong Kong Essential?

Legal Requirement


Having a company secretary is mandatory for company registration in Hong Kong. According to the Companies Ordinance, your company cannot be registered without a secretary, and operating without one can lead to prosecution. Therefore, selecting the best company secretary is critical before starting the registration process.

Bridging Communication with the Hong Kong Administration


The company secretary acts as the main liaison between your company and the Hong Kong administration, handling all clarifications and communications with government agencies.

Ensuring Compliance with Local Laws and Regulations

Navigating the complex landscape of Hong Kong's business regulations requires a knowledgeable secretary to ensure compliance with local corporate, financial, and fiscal obligations, thereby preventing legal conflicts.

Core Responsibilities of a Company Secretary

A company secretary in Hong Kong has extensive duties, from managerial to administrative. Key responsibilities include:

Facilitating Tax Compliance

A competent company secretary ensures your company meets all tax obligations by:

  • Registering the company with the Inland Revenue Department (IRD) post-incorporation.

  • Seeking necessary tax authorizations.

  • Filing tax returns accurately and on time to leverage tax reliefs and avoid penalties.

Maintaining and Updating Statutory Books

The company secretary maintains all statutory documents, ensuring government agencies have direct access when needed. They also update records when changes occur, such as alterations in shareholder information.

Organizing and Attending Board Meetings

The company secretary organizes and attends all board meetings, formulates agendas, prepares minutes, and ensures compliance with decisions made during meetings.

Post-Incorporation Filing

Any structural changes in the company, such as changes in shareholders or directors, must be documented and filed with the registry by the company secretary.

Collaborating with Stakeholders

The company secretary works closely with various stakeholders, including the Hong Kong Stock Exchange, Inland Revenue Department, and Companies Registry, ensuring the company stays updated with new regulations and policies.

Who Should You Appoint as a Company Secretary?


Given the crucial role a company secretary plays, it’s important to choose the right person or entity. The company secretary must be a Hong Kong resident or a registered corporate entity in Hong Kong, holding a TCSP License as of March 2018.

Key qualities to look for include:

Experience in Corporate Governance

Look for a secretary with professional and formal training in company secretarial services, staying current with regulatory and corporate governance developments.

Operational Competence


A secretary with strong operational competence can effectively advise on compliance and craft strategies for business success.


Planning Capability


Excellent planning skills are essential for organizing meetings and ensuring compliance with schedules. Feedback from previous experience can be a good indicator of a candidate’s planning abilities.


Communication Skills

Effective communication is critical, as the secretary must liaise with directors, managers, and investors. Skills in emotional intelligence, negotiation, teamwork, language, and diplomacy are vital.

Integrity and Firmness

As the custodian of company records, the secretary must be trustworthy, courageous, and committed to guiding the company on governance issues.

Commitment

A dedicated company secretary should be fully committed to the company's success, both in the short and long term.

Why Choose a Consultancy as Your Company Secretary?

Selecting a consultancy to serve as your company secretary can provide numerous advantages:

  • Expert Registration and Secretary Services: Agencies can help with company registration and act as the company's address, reducing costs and expediting the registration process.

  • Professional Expertise: Consultancies are run by experts in corporate governance, ensuring seamless operations for offshore companies.

  • Extensive Experience: Agencies have in-depth knowledge of the Hong Kong business environment and can help avoid common pitfalls while implementing successful strategies.

  • Maintaining the Significant Controllers Register (SCR): Agencies can assist in preparing, maintaining, and updating the SCR, as required by the 2018 amendment to the Companies Ordinance.

In conclusion, having a competent company secretary in Hong Kong is vital for compliance, communication, and overall company success. Choosing a professional agency can ensure you meet these requirements efficiently, allowing your company to thrive in Hong Kong’s dynamic business environment.

FAQs


What skills are required for a company secretary?

The ideal company secretary should possess skills in corporate governance, problem-solving, planning, communication, teamwork, and attention to detail.

What are the powers of a company secretary?

A company secretary ensures efficient company administration, compliance with regulatory requirements, and implementation of board decisions.

What makes a good company secretary in Hong Kong?

A good company secretary should be an effective communicator with strong corporate governance abilities and a commitment to the company’s success. They should also demonstrate diplomacy and fearlessness in their role.

Can a sole director of a Hong Kong company serve as a company secretary?

No, the sole director or shareholder cannot serve as the company secretary. A separate individual or entity must be appointed to fulfill this role.

Can Woodburn help you?

 

Woodburn Accountants & Advisors is one of China’s most trusted business setup advisory firms.


Woodburn Accountants & Advisors is specialized in inbound investment to China and Hong Kong. We focus on eliminating the complexities of corporate services and compliance administration. We help clients with services ranging from trademark registration and company incorporation to the full outsourcing solution for accounting, tax, and human resource services. Our advisory services can be tailor-made based on the companies’ objectives, goals and needs which vary depending on the stage they are at on their journey.

 

Talk to an expert


Schedule a 30-mins complimentary, no-obligation call to see how Woodburn can help you. Book a call with our Head of Business Advisory - Kristina Koehler-Coluccia.

Topics we can advise on include:

  • Company Registration

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