Company Secretary in Hong Kong: What They Do

What Is a Company Secretary in Hong Kong?

Importance of Having a Company Secretary in Hong Kong

If you plan on incorporating in Hong Kong, you are legally required by the Company Ordinances to appoint a company secretary.

This role is crucial for ensuring legal compliance, good corporate governance, and business efficiency and continuity. They maintain statutory records, file annual returns, provide guidance to the board of directors, handle administrative tasks, and help implement contingency plans to ensure the company operates smoothly even during times of crisis.

Roles and Responsibilities of a Company Secretary

Ensure that you appoint the right person for this role as it comes with several key responsibilities, from compliance tasks to representing the company to stakeholders.

1 Ensuring Tax Compliance

There are several tax compliance responsibilities with this role, including:

1. Registering the company with the Inland Revenue Department (IRD) after incorporation.
2. Ensuring tax returns are filed correctly and on time at the end of every financial year to avoid penalties.
3. Claiming reliefs and reducing taxable income for small businesses.
4. Advising on tax-related matters, such as tax planning and tax-efficient structures.
5. Seeking advice from authorities on complex tax-related issues when needed.
6. Maintaining accurate records and ensuring compliance with all tax-related regulations and reporting requirements. (Read up on this in our guide to tax evasion penalties in Hong Kong).

2 Keeping the Company's Legal Records Updated

The role also includes legal responsibilities, such as:

1. Ensuring compliance with the Companies Ordinance, including maintaining the company's statutory records, updating its registers, and ensuring that the Annual General Meeting (AGM) is held within the prescribed time frame.
2. Filing Annual Returns with the Companies Registry, which contains updated information on the directors, shareholders and other essential details.
3. Ensuring compliance with relevant laws and regulations, such as employment laws, data protection laws, and anti-money laundering regulations.
4. Acting as the liaison between the business and regulatory authorities.
5. Advising on legal and regulatory matters.

3 Conducting and Participating in Board Meetings

The company secretary will conduct and participate in board meetings. They’re responsible for:

1. Preparing and circulating notices of board meetings per the Articles of Association and relevant regulations.
2. Drafting the agenda in consultation with the chairman and directors.
3. Ensuring that all directors receive relevant papers and documents in advance, including the agenda, minutes of previous meetings, and any reports or financial statements.
4. Attending board meetings and taking minutes, and ensuring that all resolutions and decisions made by the board are accurately recorded.
5. Advising the board on corporate governance matters.
6. Maintaining records of board meetings and related documentation.

4 Filing Post-Incorporation Documents

During the course of the year, the company secretary will be required to file documents with relevant parties, including:

1. Annual returns: Every year, an annual return must be filed with the Companies Registry within 42 days of the company’s anniversary date.
2. Change of particulars: If there are any changes to the registered office address, directors, shareholders, or company secretary, a Change of Particulars form must be filed with the Companies Registry within 15 days of the change.
3. Notification of appointment or cessation of company secretary: A Notification of Appointment or Cessation of Company Secretary form must be filed with the Companies Registry within 15 days of the appointment or cessation.
4. Register of significant controllers: An accurate and up-to-date Significant Controllers Register must be maintained and available for inspection upon request.
5. Financial statements: Annual financial statements must be prepared and filed with the Companies Registry and the Inland Revenue Department.

5 Interacting with Various Interested Parties

As a key representative, the company secretary in Hong Kong may be required to engage with some stakeholders, including:

1. Directors
2. Shareholders
3. Government agencies (such as the Companies Registry and the Inland Revenue Department).
4. Auditors
5. Banks and other financial institutions
6. Legal advisors

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What To Consider When Appointing a Company Secretary

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Where and How To Find a Company Secretary?

With this being such a key role in your company, we understand that it may not be that simple to find someone you can trust and who won’t let you down. At Osome, we offer reliable company secretarial services in Hong Kong that take the burden of paperwork off your shoulders, all at an affordable rate. We ensure your compliance is always in check, with deadlines tracked, documents filed, and daily queries answered.

Rest assured, you can trust our certified company secretaries who boast over 10 years of experience. Whenever you need expert advice, whether to determine the appropriate business structure or evaluate the potential consequences of your decisions, we are always ready to provide detailed guidance.