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What Is a Company Secretary in Hong Kong and Why You Need One

A company secretary is a legal requirement for business registration in Hong Kong. This role is central to ensuring regulatory compliance and focuses on administrative and governance tasks rather than clerical duties.

Hong Kong is a premier business hub in Asia, known for its liberal economy, advantageous positioning, favourable tax structures, and business-friendly policies. These factors attract entrepreneurs worldwide. However, before starting a business in Hong Kong, it's crucial to understand the legal landscape, including the mandatory appointment of a company secretary.

What Is a Company Secretary in Hong Kong?

A company secretary in Hong Kong is the officially designated business representative responsible for ensuring that the company's activities and administration comply with legal requirements. Despite the title, the position involves no clerical functions.

Why Is a Company Secretary in Hong Kong Important?

Mandatory Legal Requirement

Appointing a company secretary is a legal prerequisite for business registration under the Companies Ordinance. Operating without a designated secretary results in legal consequences, making it essential to select a qualified company secretary for business incorporation.

Promoting Robust Corporate Governance and Openness

A company secretary fosters transparency, responsibility, and ethical decision-making within the firm, aligning governance methods with the company's goals and regulatory obligations.

Maintaining Adherence to Local Business Norms and Regulations

A company secretary helps your business navigate and comply with local corporate, financial, and tax regulations, preventing legal conflicts.

Facilitating Liaison with Hong Kong Authorities

The company secretary acts as the primary liaison between your business and the Hong Kong government, ensuring clear communication regarding your company's activities.

Protecting the Company’s Reputation and Trustworthiness

A company secretary helps preserve a favourable public image by ensuring compliance with legal requirements and maintaining high ethical standards, enhancing your company's reputation and reliability among stakeholders.

Responsibilities of a Company Secretary

Key Responsibilities

Description

Filing Annual Returns

Ensuring timely submission of annual returns to relevant authorities.

Ensuring Compliance

Ensuring the business complies with local laws, especially the Companies Ordinance.

Assistance With Company Wind-Up

Assisting with the wind-up process and ensuring all legal requirements are met.

Providing Governance Advisory

Advising the board on governance issues that shape company policy and strategy.

Overseeing Internal Governance

Scheduling and attending board meetings, preparing minutes, and ensuring decisions adhere to company policies and Hong Kong laws.

Management Of Share Allocations & Transfers

Managing share allocations and transfers while adhering to proper documentation and compliance with the law.

Keeping Statutory Books & Records Up To Date

Keeping the company’s statutory books and related legal records up to date and available for inspection by authorities.

Taking Note Of Structural Changes

Recording changes in company structure, including director appointments and address changes, and updating the Companies Registry accordingly.

Advantages of Appointing an Agency as Your Company Secretary in Hong Kong

Extensive Experience in the Hong Kong Market

Agencies like InCorp Hong Kong have extensive experience in the unique and competitive Hong Kong business environment. They can identify common pitfalls and successful strategies, guiding your company towards success.

Cost Efficiency

Outsourcing corporate secretarial duties to an agency can significantly reduce costs by eliminating the need to recruit and train in-house personnel and maintain physical workspace and related infrastructure.

Assistance with the Significant Controllers Register (SCR)

Following the 2018 amendment to the Companies Ordinance, maintaining an SCR is mandatory for all companies. An agency acting as your company secretary can efficiently manage, maintain, and update this register, ensuring compliance with legal requirements.

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

  • Cloud Accounting & Financial Reporting

  • Cloud Payroll Services

  • Tax & Audit Services

  • Recruitment

  • Employer-of-Record

  • Visa Application

  • Trademark Registration

  • Switch to Woodburn

  • Partner with Woodburn (cross referral) 

Our calls are automatically scheduled via Zoom - or via Teams, WeChat or WhatsApp upon direct request. 

Our advisory calls are available from Monday-Friday from 8am to 5pm CEST and Wednesday until 9pm CEST.

 



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Woodburn Accountants & Advisors is one of China and Hong Kong’s
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