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Everything you need to know about Company Secretaries

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. In this article, we will outline the importance of a company secretary and the main responsibility of the company secretary.

What is a Company Secretary

A company secretary differs from your clerical assistant as the company secretary holds a senior position in your company. Appointed by the directors of a firm, the secretary is not only responsible for working and interacting with the directors and shareholders of the company, but is 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) to ensure that the organisation complies with regulations.

Requirements for Company Secretary Appointment

For all Hong Kong incorporated companies, the company secretary can be an individual or a company. In the case that the company appoints an individual as a secretary, they must be a resident in Hong Kong. If a company is appointed as the company secretary, it needs to have a registered office or a place of business in Hong Kong. The first company secretary from the date of incorporation of a company needs to be set out under the incorporation form.

A director of a company may be the company secretary of the company in the case that he is not the only director of the company.

 

For listed companies, under LR 3.28, it is required that the individual secretary is also a member of the HKICS (Hong Kong Institute of Chartered Secretaries). To appoint the company secretary, a physical board meeting should be held. For any changes or removal in secretary appointment, a public announcement for the change of company secretary is required.

 

**Should be transformed into a visual
(Alt text: Company Secretary Requirement: Hong Kong Incorporated companies vs listed companies)

Hong Kong Incorporated Companies Listed Companies
Appointing an individual as the secretary V  (Needs to be Hong Kong resident) V (Needs to be a member of HKICS)
Appointing a company as the secretary V X
What to do after appointing the first company secretary
  • Needs to be included in the incorporation form
  • A public announcement is required
What actions are required for changes in company secretary
  • Needs to be filed within 15 days
  • A public announcement is required

The importance of a Company Secretary

Complying with the Hong Kong Companies Ordinance

The Companies Ordinance states under s.474 that all Hong Kong companies shall appoint a company secretary. In addition, for public listed companies, they need to appoint a company secretary, even if it is not a Hong Kong company.

Provide Professional Guidance and Advice

The company secretary should provide professional guidance and advice to the company to ensure that the company stays compliant with the regulations and ensures that all the important documents and filings are submitted on time to avoid penalties.

The Main Responsibilities of a Company Secretary includes:

  • Incorporate Hong Kong Company
  • Receive all government mail with a registered office address
  • Prepare and file Annual Return
  • Manage shareholders and directors registrations
  • Conduct records of directors’ appointments and resignations
  • Prepare agendas and minutes of board meetings and annual general meetings
  • Conduct shares issuance and transfer
  • Verify company deregistration
  • Maintain the statutory book
  • Assist in Hong Kong bank account opening

What Makes a Good Company Secretary?

 

Profound Organisational Knowledge

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. The directors of the company will depend on the company secretary to highlight compliance issues within the company and to provide solutions.

 

Licensed Professionals

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. This can ensure the quality of their work, which helps to free you up from handling complex documents and avoid making mistakes, so that you can focus on other aspects of running a business.

Timely Communication

In many cases, delay in submitting and filing documents to the government means penalties and therefore, it is essential for the company secretary 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 ensure that timely communication has been set in place to avoid delays in document submissions.

Why should you use FastLane’s secretarial service?

 

Experienced and licensed secretary

FastLane has been working with XX companies as their company secretary. With XX years of experience in the field of company formation, accounting and auditing, FastLane understands the needs of startups and small businesses in Hong Kong. All members of our company secretary team are licensed.

As your company secretary, we commit to ensuring that the company strategy complies with the statutory requirements as well as sharing the latest corporate laws and regulations with you.

 

One-stop service provider

In addition to being your company secretary, FastLane also provides services such as  accounting, statutory audit, corporate tax compliance, company formation and more. By grouping your company secretary together with accounting and audit team, efficient communication can be facilitated.

At FastLane, the accounting team works closely with the company secretary and therefore  the audit team can obtain documents to review easily. With FastLane as your company secretary, you don’t need to take extra effort in coordinating your company secretary with accountants and auditors. Our teams work together to ensure that all your important deadlines are met and prevent you from incurring penalties for late submissions.

 

Looking for your company secretary?

FastLane is your one-stop solution for company set up in Hong Kong. We offer guidance in company setup and registration, company secretary, audit, tax computation, profit tax return filing and a registered address for your company registration matter.