Knowledge Base
Company Secretary Guide
Everything you need to know about company secretarial obligations, roles, and requirements in Hong Kong.
Under the Hong Kong Companies Ordinance (Cap. 622), every company incorporated in Hong Kong must have a company secretary at all times. Failure to comply can result in fines and legal penalties. The secretary must be appointed within 14 days of incorporation.
Role Overview
What Does a Company Secretary Do?
A company secretary in Hong Kong plays a vital role in maintaining the company's legal and regulatory compliance, as well as supporting its corporate governance.
Statutory Compliance
- Maintaining and updating statutory registers and records
- Filing annual returns and other required documents with the Companies Registry
- Ensuring compliance with the Hong Kong Companies Ordinance
Corporate Governance
- Advising the board of directors on best practices and governance codes
- Organising and attending board meetings and Annual General Meetings (AGMs)
- Preparing meeting agendas, taking minutes, and circulating relevant materials
Administrative Support
- Managing changes in company structure, such as directorship or share allotments
- Safeguarding official company records and the company seal
- Facilitating communication between the board, shareholders, and regulators
Legal Requirements
Key Requirements to Appoint a Company Secretary
Under the Hong Kong Companies Ordinance, every company must appoint a company secretary within 14 days of incorporation. Providers of trust or company service business are regulated under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO) and may fall under the TCSP licensing regime.
"Choosing the right company secretary is a crucial decision for any Hong Kong company. vOffice offers comprehensive company secretarial services that can help companies fulfil the requirements and responsibilities of a company secretary."
Ordinarily Resident in Hong Kong
The individual must be a resident of Hong Kong to be eligible to serve as company secretary.
Sufficient Knowledge and Experience
The company secretary should possess the necessary knowledge and experience to fulfil the role effectively.
Additional Qualifications for Public Companies
For public companies, the company secretary must be a member of HKICS, a solicitor, a CPA, or have relevant experience.
Appointed Within 14 Days
Under the Companies Ordinance, a company secretary must be appointed within 14 days of incorporation.
Statutory Register
Significant Controllers Register (SCR)
Every Hong Kong company must create an SCR immediately after incorporation. While you don't submit it to authorities, you must keep the SCR at your registered office address or notify the Companies Registry (using Form NR2 within 15 days) if stored elsewhere.
The SCR must include details of your licensed company service provider โ this designated representative communicates with law enforcement. Remember to update your SCR within 7 days of any ownership changes to maintain compliance with Hong Kong's anti-money laundering regulations.
Key SCR Requirements:
- Update within 7 days of ownership changes
- Store securely for 6+ years
- Keep at registered office or notify Registry of location
Why Proper SCR Maintenance is Critical
Avoiding penalties
Up to HK$25,000 fines + daily charges for non-compliance
Preventing liability
Directors face personal legal exposure for SCR failures
Maintaining credibility
Essential for banking relationships and audits
Penalty: Up to HK$25,000 fines plus daily penalties (section 653M) for non-compliance.
Licensing
Trust or Company Service Provider (TCSP) Licence
In Hong Kong, providers of trust or company services are regulated under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO). A company or individual must obtain a TCSP licence from the Companies Registry if they provide company secretarial services as a business.
vOffice is a licensed TCSP holder, fully qualified to act as your company secretary and provide all related corporate services in full compliance with Hong Kong law.
Who needs a TCSP licence?
- Acting as company secretary for clients
- Providing registered address services
- Forming companies on behalf of clients
- Acting as nominee director or shareholder
- Providing trust services
FAQs