Role and Responsibilities

A company secretary in Hong Kong ensures compliance with local laws and smooth corporate governance. They act as a bridge between the company and regulatory bodies like the Companies Registry.

• Legal Compliance: Files annual returns, maintains statutory records, and ensures adherence to the Companies Ordinance.
• Board Support: Organizes meetings, prepares minutes, and advises directors on governance matters.
• Record-Keeping: Manages registers of members, directors, and significant controllers.

Their role is critical for avoiding penalties and maintaining corporate transparency in Hong Kong’s strict regulatory environment.

Legal Requirement

Hong Kong law mandates every incorporated company to appoint a company secretary, whether local or foreign.

• Mandatory Appointment: Required under Section 474 of the Companies Ordinance.
• Timing: Must be appointed within 14 days of incorporation.
• Exceptions: Sole-director companies cannot have the director as the secretary (to avoid conflicts).

Non-compliance can result in fines or legal action, making this a non-negotiable requirement.

Qualifications Needed

A qualified company secretary should possess expertise in Hong Kong corporate law and governance.

• Professional Certification: Preferred credentials include HKICS (Hong Kong Institute of Chartered Secretaries) membership.
• Local Knowledge: Familiarity with the Companies Ordinance and SFC regulations.
• Experience: Prior work with SMEs or listed companies, depending on your needs.

Choosing a credentialed professional ensures reliable compliance support.

Local vs. Foreign Firms

Hong Kong allows both local and foreign entities to serve as company secretaries, with some restrictions.

• Local Individuals: Hong Kong residents or firms can act as secretaries.
• Overseas Companies: Permitted if registered as a non-Hong Kong company under the Ordinance.
• Practical Considerations: Local providers often offer faster response times and language support.

Foreign firms must ensure they meet all local regulatory requirements to avoid compliance gaps.

Cost and Fees

Costs vary based on service scope, provider reputation, and company complexity.

• Basic Packages: HK$1,000–HK$3,000/year for small private companies.
• Premium Services: HK$5,000–HK$10,000/year for listed firms or those needing extra compliance support.
• Additional Fees: Charges for extra filings (e.g., change of directors) may apply.

Compare providers to balance cost with reliability, especially for long-term needs.

Service Providers

Reliable secretarial services can be found through professional networks or online platforms.

• Professional Firms: Law firms, accounting firms, and dedicated secretarial agencies.
• Online Marketplaces: Platforms like Startupr or Sleek offer bundled services.
• Referrals: Ask other business owners or check industry associations (e.g., HKICS).

Verify licenses and reviews to avoid subpar providers.

Compliance Support

Company secretaries handle critical filings to keep your business legally operational.

• Annual Returns: Submit to the Companies Registry before the deadline.
• Changes Reporting: Update director/shareholder details within mandated timeframes.
• Tax Liaison: Coordinate with auditors for financial statements and Profits Tax Returns.

Their proactive management minimizes compliance risks.

Annual Renewal

Ongoing tasks ensure your company remains in good standing year-round.

• Annual General Meetings (AGMs): Organize and document meetings as required.
• Record Updates: Maintain registers and notify the Registry of changes.
• License Renewals: Assist with business registration renewals.

Timely renewals prevent penalties and operational disruptions.

Virtual vs. Physical Office

Many providers include a registered office address as part of their services.

• Virtual Addresses: Cost-effective for startups, often included in basic packages.
• Physical Locations: Prestigious addresses (e.g., Central) may incur higher fees.
• Legal Requirement: All companies must have a local registered address.

Choose based on your budget and branding needs.

Communication and Responsiveness

Prompt communication is vital for urgent compliance matters.

• Response Time: Reputable firms reply within 24–48 hours.
• Dedicated Contacts: Some assign a single point of contact for consistency.
• Emergency Support: Check if they handle last-minute filings.

Clarify communication protocols before signing a contract.

Language Support

Bilingual services are common in Hong Kong’s business environment.

• English and Chinese: Most providers offer documentation in both languages.
• Multilingual Staff: Helpful for foreign-owned businesses.

Confirm language options if your team isn’t fluent in Chinese.

Switching Providers

Changing your company secretary is straightforward but requires proper steps.

• Notice Period: Review contract terms for termination clauses.
• Registry Notification: File Form ND2B within 14 days of the change.
• Handover: Ensure the new provider receives all statutory records.

Plan transitions to avoid compliance gaps.

Penalties for Non-Compliance

Failing to appoint or maintain a secretary can have serious consequences.

• Fines: Up to HK$50,000 for late filings or non-appointment.
• Legal Action: Directors may face prosecution for persistent breaches.
• Reputation Damage: Non-compliance can affect creditworthiness and partnerships.

Proactive compliance is cheaper and safer than penalties.

Additional Services

Many providers offer bundled services beyond secretarial duties.

• Incorporation: Help with company registration and business licenses.
• Accounting/Tax: Bookkeeping, auditing, and tax filing support.
• Visa Applications: Assist with employment or investment visas.

Bundling can save time and costs for startups.

Reputation and Reviews

Research providers thoroughly to avoid unreliable services.

• Online Reviews: Check Google, Facebook, or Trustpilot for feedback.
• Industry Recognition: Look for HKICS membership or awards.
• Case Studies: Ask for client references in your industry.

A reputable provider ensures long-term compliance peace of mind.