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What is a Company Secretaryship?
Company Secretary is a compliance officer. By definition, a Company Secretary is responsible for your company abiding by corporate law. A Secretary shares the liabilities for any wrongdoing your company might get involved in, so they have rights and obligations to make sure your company does everything right.
Why do I need a Company Secretary?
It is required by law that every Hong Kong company has one. This position has been created to ensure that companies comply with the regulations: inform the government about changes in your entity, compile annual reports, and submit them on time.
Can a Hong Kong company operate without a Secretary?
No, every HK company must have one. It’s stated in Companies Ordinance (Cap. 622) of the Laws of Hong Kong. The Secretary can be a person residing in Hong Kong or an organisation with a local registered office.
What does a company secretary do?
It’s the Secretary’s job to report to the government what important events took place in your company. They track changes in the company’s name, address, industry, officers, compile registers, and submit annual reports to the state. They also process dividends distribution and changes in the shareholding structure.
What is the role of a Company Secretary?
Company Secretary is there to make sure you don’t have to pay fines. Your company has to comply with statutory requirements: report changes, perform a standard procedure when dealing with shares and dividends, and so on. Company Secretary is the one who deals with this exhausting routine and protects you from penalties.
Is the Company Secretary a director?
Company Secretary is a corporate officer, not a director. However, a Company Secretary can also be a Director In Hong Kong, as long as there’s more than one director.
Note that the sole director can’t hold both titles. If there’s one director in the company, and he or she is also the sole director of a body corporate, that body corporate can’t be a Secretary in the company either.
How can one become a Company Secretary in Hong Kong?
There are two types of Company Secretaries: people and entities. Any person can become a Corporate Secretary as long as he or she resides in Hong Kong, so even a foreigner can be one. The only requirement for a body corporate eligibility as a Corporate Secretary is to have a local registered office.
What Company Secretary software do you use?
We have created our own platform that helps experienced Company Secretaries perform their duties. It supports the routine functions of a corporate secretary, such as tracking deadlines and compiling standard papers, freeing the experts to answer your questions and giving tailored advice.
Who appoints Company Secretary?
In Hong Kong, a Company Secretary is appointed by the directors of the company. As a director, you have to appoint a Corporate Secretary within the first 6 months after your business has been registered. You also have the right to fire a Secretary and appoint another if you need to. When appointing a new Company Secretary, you have to inform the Companies Registry. This process is handled by the Secretaries themselves.
Does a Company Secretary have to attend board meetings?
It is one of the Company Secretary’s duties to attend board meetings, prepare them, take minutes, and produce necessary paperwork after them. At the board meetings, many important decisions take place. Some of them have to be reported to the government: such as changes in shareholders, directors, or officers; distribution of dividends, or issuing shares. A company Secretary prepares documents that need to be signed for these changes to happen, and files them with Companies Registry afterwards.
Can a Company Secretary certify documents?
A Company Secretary in Hong Kong can certify true copies of documents issued by your company, for example, resolutions. They have to be members of The Hong Kong Institute of Chartered Secretaries (“HKICS”). However, if you need to provide notarised documents, a Company Secretary can’t help with that, since only a notary public can do that.
Is the Company Secretary an employee?
You can hire a Corporate Secretary as your employee or outsource this service. Often a company does not have enough secretarial tasks for a full in-house job. When you entrust this role to Osome, you don’t have to pay a salary and associated taxes. The expense is limited to the package you choose.
Is the company secretary a board member?
A Company Secretary is not a board member as he or she does not have the powers to make any decisions that affect your company. However, the Company Secretary is present at all the board meetings and is privy to the decisions the board makes since it’s the Secretary’s job to process these decisions and follow the compliance regulations required to make them happen.
How do I change a Corporate Secretary?
The outgoing Secretary has to sign a resignation letter. Once the previous Secretary renounces their powers, the new one takes over the documents and can step in. The new Secretary is responsible for processing the change on paper: the resignation paper, appointing a new Secretary, and updating the registers.
What if my Secretary does not respond?
Removing the acting Secretary without their participation is harder yet still possible. If they don’t respond to your request to sign the resignation, the new Secretary will prepare a document stating that without such response you decided to replace the officer unilaterally.