Company Secretary in Hong Kong: What They Do and Why Every Company Needs One
Quick answer: In Hong Kong, a company secretary is a statutory officer that every company must appoint from the day it is incorporated. The role is not optional, and it is not the same as a director. The company secretary keeps the company compliant with the Companies Ordinance by maintaining statutory registers, filing the annual return and other documents with the Companies Registry, and supporting the board. An individual company secretary must ordinarily reside in Hong Kong, or the role can be filled by a Hong Kong body corporate (and a firm providing the service as a business must hold a Trust or Company Service Provider licence).
Most founders think about directors and shareholders when they set up a Hong Kong company, and treat the company secretary as an afterthought. In fact it is a legal requirement with real ongoing duties, and getting it right keeps the company in good standing. Here is what the role involves and who can fill it.
What is a company secretary?
A company secretary is an officer of the company responsible for its statutory administration and compliance. Under the Companies Ordinance (Cap. 622), the secretary is the person who makes sure the company meets its filing and record-keeping obligations and that its governance runs smoothly. It is an administrative and compliance role. The secretary does not manage the business or make commercial decisions, which is the directors’ job, but the company cannot stay compliant without one.
Is a company secretary mandatory in Hong Kong?
Yes. Section 474 of the Companies Ordinance requires every Hong Kong company to appoint a company secretary, and to have one in place at all times, from the date of incorporation. There is no exemption for small or newly formed companies.
The basic eligibility rules are:
- An individual company secretary must be ordinarily resident in Hong Kong, meaning Hong Kong is their principal place of residence.
- A body corporate can act as company secretary if it has its registered office or a place of business in Hong Kong. A firm that provides company secretary services as a business must be a licensed Trust or Company Service Provider (TCSP) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance.
What does a company secretary actually do?
The company secretary handles the statutory and governance work that keeps a company in good standing, including:
- Maintaining the company’s statutory registers (directors, members, significant controllers and so on);
- Preparing and filing the annual return and other required documents with the Companies Registry, and keeping filings up to date when things change, such as a new director, a change of registered office, or a share transfer;
- Arranging and minuting board meetings and, where relevant, the annual general meeting;
- Keeping proper company records and helping the directors meet their obligations under the Companies Ordinance; and
- Acting as a point of contact for corporate filings and compliance matters.
Done well, this work is invisible. Done badly, it shows up as late filings, penalties and a company that has drifted out of compliance.
Who can (and can't) be a company secretary?
Two points catch people out most often.
The first is that a sole director cannot also be the company secretary. If a private company has only one director, that person is prohibited from also serving as the company secretary, so a separate individual (ordinarily resident in Hong Kong) or a licensed TCSP must be appointed. Companies with two or more directors have more flexibility, but the roles are still distinct.
The second is that residence and licensing matter. An individual secretary must be ordinarily resident in Hong Kong, and a company providing the service as a business must hold a TCSP licence. This is why many Hong Kong companies, and almost all overseas-owned ones, appoint a professional firm rather than an individual.
Company secretary for SFC-licensed and regulated firms
For a firm that is (or is applying to be) licensed by the Securities and Futures Commission, the company secretary’s role carries extra weight. The regulated business has to keep its corporate records, board minutes and statutory filings consistent with the way its licence, Responsible Officers and governance are described to the SFC. A capable company secretary keeps these moving parts aligned, so that the corporate story the Companies Registry sees matches the one the SFC sees. That consistency is one of the quiet ways a well-run licensed firm avoids awkward questions later.
In-house or outsourced?
Some larger companies keep a company secretary in-house. For most founders, and for overseas owners in particular given the residence and TCSP rules, it is simpler and safer to outsource the role to a professional firm, which brings the licence, the systems and the up-to-date knowledge of filing requirements. If you would like Heinbro to act as your company secretary, or to take over the role from a previous provider, see our Company Secretarial services. And if you are still at the set-up stage, our guide to setting up a Hong Kong company as a foreigner covers where the secretary fits in.
FAQ
Is a company secretary required in Hong Kong?
Yes. Every Hong Kong company must appoint a company secretary from the date of incorporation and keep one in place at all times, under the Companies Ordinance. There is no exemption for small or new companies.
Who can act as a company secretary?
An individual who is ordinarily resident in Hong Kong, or a Hong Kong body corporate. A firm providing company secretary services as a business must hold a Trust or Company Service Provider (TCSP) licence.
Can a director be the company secretary?
A director can hold both roles in a company with more than one director. However, the sole director of a private company cannot also be its company secretary, so a separate individual or a licensed TCSP must be appointed.
What's the difference between a company secretary and a director?
Directors manage the company and make its business decisions. The company secretary is a statutory officer responsible for compliance and administration, covering filings, registers and governance, rather than running the business. They are separate roles.
Can Heinbro act as our company secretary?
Yes. As a licensed provider we can act as your company secretary, or take the role over from a previous provider. See our Company Secretarial services.
