Hong Kong is one of the most robust business hubs in the world for incorporating a company. There is a range of great privileges to attract many foreign investors and entrepreneurs; however, they must meet certain requirements for a Hong Kong company incorporation.
One of the key requirements to bear in mind is appointing a company secretary in Hong Kong. In this article, we will walk you through ins and outs of a Company Secretary in The sovereign state.
An Overview of Hong Kong Company Secretary
The definition of a company secretary
Having a company secretary is a primary condition for any company registered in Hong Kong, according to Section 474, Cap. 622 Companies Ordinance. So, what is a company secretary in Hong Kong?
You should not misconstrue “company secretary” as the name “secretary” in usual cases, but actually, a company secretary in Hong Kong adheres to more roles.
A company secretary is the company’s representative whose main responsibility is to ensure that the company and its operation are fully compliant with all statutory laws and regulations in accordance with the Hong Kong Companies Ordinance.
In general, the company secretary function is of vital significance to the direction, administration and corporate governance of a Hong Kong company.
In addition to having a company secretary, there are other Hong Kong Company Annual Compliance Requirements that you should know.
The procedure of appointing company secretary in Hong Kong
It has been quite easy to select a qualified company secretary. According to the requirements of the Hong Kong Companies Ordinance, the company secretary must be appointed (Cap 622). In Hong Kong, the process for hiring a company secretary must be followed by all businesses. The following steps must be followed in order to appoint a law-qualified company secretary:
- The corporation must adhere to compliance when choosing a company secretary in Hong Kong. According to section 474 of the Hong Kong Companies Ordinance, the appointment must be made.
- The Board Meeting must approve a resolution addressing the hiring of the company secretary.
- Once this resolution has been adopted by the board, the general assembly must then do the same.
- The registrar of companies will take over the process of selecting a company secretary if the firm fails to execute the required actions.
- The registrar may designate a company secretary in accordance with section 476(1) of the Hong Kong companies’ ordinance.
- Section 474 of the Companies Ordinance must be followed when the registrar appoints the company secretary.
Change of Company Secretary
You are permitted to alter your company secretary at any time in accordance with Hong Kong corporate law.
The only thing you need to do is ensure that you work with your current company secretary to follow the correct procedures and set up the required reporting to Hong Kong authorities.
The following stages are involved in the changeover to your new secretary:
- Send an email to the current secretary of your firm.
- Pass a resolution by the board of directors authorizing the new company secretary and registration address.
- By submitting the ND2A Form and the NR1 Form, you can notify the Companies Registry of the modifications.
- Send an IRC3111A form to the Inland Revenue Department to inform them.
- Gather the original statutory papers for your business.
- Let your bank know.
By choosing a Hong Kong resident or a qualified company secretary firm with a TCSP License, you can replace your current company secretary.
Please be aware that you cannot name your business director as your company secretary.
Benefits of Company Secretary in Hong Kong
There are many reasons why having a company secretary in Hong Kong is essential.
In reality, it is one of the compulsory requirements determined on the basis of the Company Ordinance, therefore if you want to register a Hong Kong company, you are left no choice but to select a company secretary. It should be noted that a company can fail to be listed on the Stock Exchange if the company does not appoint a qualified company secretary.
A company secretary in Hong Kong is also a contributing factor to the growth and sustainability of a company.
To be specific, there are two major benefits of having a company secretary:
- Better connection between the company and the Hong Kong government
Not only does an HK company secretary work with directors and shareholders of the company, but he/she also liaises and interacts with a variety of government as well as regulatory bodies that are responsible for regulating the company’s operation and activities.
Some of the statutory bodies that company secretaries must work with include:
(1) Registrar of Companies
(2) Inland Revenue Department
(3) Stock Exchange of Hong Kong
(4) Securities and Futures Commission of Hong Kong
- Strong compliant status with the Hong Kong law
There are certain duties to result in successful business setup and administration in Hong Kong jurisdiction.
With qualified company secretaries, they will help you to understand and proceed with the right and orderly steps to comply with the Hong Kong law, ensuring the company run smoothly without any conflict with the law.
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Roles of Company Secretary in Hong Kong
Duties and responsibilities of a company secretary in the sovereign state are wide in scope, ranging from administrative to managerial function. Below are some main duties:
Fulfilling tax obligations
Taxation is one of the top priorities to make entrepreneurs in favor of Hong Kong company formation. However, it should be noted that there are certain tax matters that Hong Kong company needs to comply with.
It is the responsibility of the company secretary to making sure that the company’s tax obligations are solved on time and in a correct manner.
What they actually do?
- Guarantee that details of the company are recorded in the related government bodies through the process of company registration with the Inland Revenue Department (IRD) of Hong Kong
- Seek clarification or additional approval from the competent authority when the company has to deal with tax-related matters
- File tax returns in due time and in orderly steps at the end of every fiscal year
Keeping statutory books
A company secretary in the the cosmopolitan city is required to keep all documents that should always be ready for government inspection if needed.
What they actually do?
- Maintain all statutory documents of the company
- Update any changes on the details of the record
- Produce, publish and distribute the company accounts and reports
Arranging the company meetings
Coming back to the basic role of any secretary of a company, a Hong Kong company secretary is the one organizing the meetings of the company.
What they actually do?
- Hold and take part in the meetings of board of directors and shareholders
- Prepare agenda and meeting minutes for the meetings
- Follow the procedure and ensure decisions made during the meetings are in compliance with Hong Kong laws
Notify statutory changes of the company
It appears to be common that there would be further adjustments to be made after the company setup. The company secretary is responsible for notifications with the in-charge authority.
What they actually do?
Submit required documents to the Registry on any changes of the company such as:
- Add/Remove shareholders or directors
- Change the company name
- Adjust the company’s share capital
- Relocate the company’s register address
Other possible administrative matters
- Communicate with shareholders, regulatory bodies and the Stock Exchange on behalf of the company
- Observe current developments in good corporate governance practice to give the best advice for the company’s board of directors
- Research and get insights into the emergent market to contribute to the commencement of business incorporation
Requirements for Company Secretary in Hong Kong
Pursuant to Section 474 (4) of Cap. 622 Companies Ordinance of Hong Kong, HK company secretary must satisfy conditions as below:
- In case of a natural person, he/she must be a Hong Kong-based resident;
- In case of a body corporate, that corporation must have its registered office or a place of business located in Hong Kong
Note, however, that the Hong Kong Stock Exchange under the Listing Rule 3.28 mandates that a listed company in Hong Kong can only have a company secretary as an individual and that candidate must fulfill certain requirements on academic qualifications or relevant experience as the followings:
- Being a member of Hong Kong Institute of Chartered Secretaries;
- Being a solicitor or barristers;
- Being a certified public account;
- Having the equivalent experience that shows his/her capability to discharge the duties of the company secretary. Relevant experience can be employment history, familiarity with the Listing Rules and other related laws, professional qualification in other jurisdictions, etc.
Any delay or non-compliance with the report of the changes can lead the company to suffer penalties as determined by the laws. A company secretary needs to observe diverse requirements and ensure that the company is compliant in all respects.
To register for a company secretary in Hong Kong, there are specific documents that must be submitted:
- If the company secretary is a natural person, he/she must include
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- The current forename and surname, former name and aliases (if any);
- The address;
- The number of ID, or number and issuing country of the passport
- If the company secretary is a corporate entity, it must include
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- The corporate name;
- The address of its registered or head office
What makes a good Company Secretary
After having compliant with the law requirements of a company secretary, you also need to take into consideration about the skills that ones should have to able to deliver the responsibilities flourish. Here are some skills suggested :
- The ability to solve any arise problems
- Time management and planning skills
- The team-working skill
- The ability to carry out clear, transparent communication
- The detailed-oriented ability
On the other hands, you can hire an experienced organization to be your business secretary. BBCIncorp can easy lighten your administrative burden. With tailor-made and modern corporate secretarial services, we can help your company stay compliant and away from the legal trouble.
5. Conclusion
The role of company secretary in Hong Kong is relatively crucial in helping your business operate smoothly, especially to be fully compliant with government laws and regulations. Noted that it is a primary requirement for any Hong Kong company before its incorporation. Therefore, make sure your company have acquired a qualified secretary for the future to comes.
