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All you need to know about a Company Secretary

By FastLane Team, April 25, 2019 (5 mins)

For all limited companies in Hong Kong, to comply with the Hong Kong Companies Ordinance, it is required that you have a physical location in Hong Kong, one director and one secretary. Thus, in this article, we will outline the importance and main duties of a company secretary.

What you will learn from this article:

1. Requirements for Company Secretary Appointment

2. What is a Company Secretary?

3. The importance of a Company Secretary

4. Responsibilities of a Company Secretary

5. What Makes a Good Company Secretary?

6. Why should you use FastLane’s secretarial service?

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1. Requirements for Company Secretary Appointment

Firstly, for all Hong Kong incorporated companies, the company secretary can be a person or a company. In addition, if the company chose a person as a secretary, they must be a resident in Hong Kong. Next, if a company is appointed as the company secretary, it needs to have a business address in Hong Kong and must also be a relevant Hong Kong Trust Corporate Service Provider. Furthermore, an incorporation form must be set out to the first company secretary from the date of incorporation of a company.

 

If a private Hong Kong company has a sole director, then that individual is not eligible to also act as the company secretary. Furthermore, if a private Hong Kong company only has one director, then the company cannot engage another corporate body to act as its company secretary if the company director is also the sole director of that corporate body.

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1. Requirements for Company Secretary Appointment

Firstly, for all Hong Kong incorporated companies, the company secretary can be a person or a company. In addition, if the company chose a person as a secretary, they must be a resident in Hong Kong. Next, if a company is appointed as the company secretary, it needs to have a business address in Hong Kong and must also be a relevant Hong Kong Trust Corporate Service Provider. Furthermore, an incorporation form must be set out to the first company secretary from the date of incorporation of a company.

 

If a private Hong Kong company has a sole director, then that individual is not eligible to also act as the company secretary. Furthermore, if a private Hong Kong company only has one director, then the company cannot engage another corporate body to act as its company secretary if the company director is also the sole director of that corporate body.

2. What is a Company Secretary?

Firstly, a company secretary is different from your clerk. A company secretary holds a high rank in your firm. The secretary needs to work and interact with the directors and shareholders of the company. Moreover, they are also responsible for communicating with the government and regulatory bodies (e.g. the Registrar of Companies, IRD, SFC, and the Stock Exchange of Hong Kong). In other words, they make sure a company remains compliant with laws and regulations.

3. The importance of a Company Secretary

As stated under s.474 of the Hong Kong Companies Ordinance, all Hong Kong companies are required to appoint a company secretary. As such, those looking to complete the Hong Kong company incorporation process cannot do so until a company secretary has been identified. 

 

For those unfamiliar with Hong Kong’s laws and compliance processes, it is best to outsource the role of company secretary to avoid any potential fines or penalties associated with non-compliance. As a Hong Kong licensed Trust Corporate Service Provider (TCSP License No. TC000758), the FastLane Group is certified to assist you in all company secretary related services. From helping you with Hong Kong company incorporation to assisting you in your Annual Return Filing, the FastLane Group aims to create a one-stop solution for all your Hong Kong company secretary needs.

4. Responsibilities of a Company Secretary

As mentioned above, the primary responsibility of the company secretary is to ensure their company remains compliant with all applicable laws and regulations. While the Hong Kong Companies Ordinance does not explicitly outline what the specific job responsibilities a company secretary must fulfill, each company’s articles of association should include terms which detail what is expected of this position.

 

Hong Kong company secretaries typically must fulfill the following core responsibilities:

 

Assist in Incorporation and Deregistration of the Hong Kong Company

As mentioned above, a company secretary must be identified in order to complete the Hong Kong company incorporation process. Not only will the company secretary be identified in the company’s articles of association, but the company secretary must also assist in the company deregistration process.

 

Handle All Correspondence

Company secretaries are responsible for receiving all government correspondence sent to the company, addressing any instances which require action, and liaising with authorities on all compliance matters as required. 

 

Assist in Preparation and Filing of the Annual Return

Annual Returns are documents that must be submitted to the Hong Kong Companies Registry on a yearly basis. This return details all particulars of the company and is to be signed by the company director, company secretary or an authorized representative. 

 

Any delay in submitting an Annual Return to the government can lead to penalties. Therefore the company secretary must keep an eye on all deadlines and filing requirements. As the company secretary is responsible for handling all the mails from the government, they should make sure that communications are set in place on time, in order to avoid delays in file submissions.

 

Maintaining and Updating the Company’s Statutory Books

Company secretaries are required to maintain all statutory documents of the company and update them to reflect any changes as they are made. In addition, it is their responsibility to produce, publish and distribute the companies accounts and reports. 

 

Upon any change to the company’s statutory books, company secretaries must notify authorities by submitting documents to the Hong Kong Companies Registry. Typically, company secretaries will notify authorities for the following changes:

 

  • When a company adds / removes any shareholders or company directors
  • During the change of a company name
  • Upon adjustment of the company’s share capital
  • In the event of a relocation of the company’s registered address

 

Fulfilling these responsibilities will help ensure that the company is ready to present all statutory books to authorities upon request. 

 

Organize and Attending Board Meetings

All company meetings that involve the board of directors and shareholders of a Hong Kong company are to be organised by the company secretary. As Hong Kong companies must follow set procedures to ensure that any decisions made during these meetings are compliant with Hong Kong laws, it is imperative that the company secretary attend these meetings and prepare agendas and meeting minutes.

 

Assist in Share Issuance and Transfers

Hong Kong companies that engage in issuing or transfer their shares must follow strict laws and procedures. As such, it is the responsibility of the company secretary to ensure that the company does not engage in any acts of non-compliance during these exercises. 

5. What Makes a Good Company Secretary?

Most importantly, the company secretary should understand the context and company processes and policies in order to ensure that the company is compliant with Hong Kong regulations. After all, the directors of the company will depend on the company secretary to highlight compliance issues within the company and to provide solutions.

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5. What Makes a Good Company Secretary?

Most importantly, the company secretary should understand the context and company processes and policies in order to ensure that the company is compliant with Hong Kong regulations. After all, the directors of the company will depend on the company secretary to highlight compliance issues within the company and to provide solutions.

Although it is not compulsory for incorporated companies in Hong Kong (except listed companies) to appoint a licensed company secretary, it is suggested to appoint a company secretary that is a member of the Hong Kong Institute of Chartered Secretaries. In other words, this can ensure the quality of their work, which helps to free you up from handling complex documents and avoid making mistakes. Thus, you can focus on other aspects of your business.

 

Most importantly, delay in submitting and filing documents to the government will lead to penalties. Therefore, the company secretary needs to keep an eye on all the deadlines and filing requirements. As the company secretary is responsible for handling all the mails from the government, they should make sure that communications are set in place on time, in order to avoid delays in file submissions.

6. Why should you use FastLane’s secretarial service?

FastLane has been working with hundreds of companies as their company secretary. With over 6 years of experience in the field of company formation, accounting and auditing, FastLane understands the needs of startups and small businesses in Hong Kong.

 

Above all, as your company secretary, we make sure that the company strategy complies with the statutory requirements as well as to share the latest corporate laws and rules with you.

 

In addition to being your company secretary, FastLane also provides services such as  accounting, statutory audit, corporate tax compliance, company formation and more. Efficient communication is performed when company secretaries are grouped together.

 

At FastLane, the accounting team works closely with the company secretary. Therefore, the audit team can obtain documents to review easily. In other words, with FastLane as your company secretary, you don’t need to take extra effort in coordinating your company secretary with accountants and auditors. Most importantly, our teams make sure to meet all your important deadlines, thus  prevent incurring penalties for late submissions.



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