What is Company Secretary?

In short, company secretary is a statutory member of every Hong Kong company. It is never the same as the secretary who work as personal assistant for the company’s member.

According to Hong Kong Companies Ordinance (Section 154), every Hong Kong private company limited by shares should have at least one Company Secretary who must fulfill the characteristics as follows:

  • A natural person aged 18 or above who ordinarily resides in Hong Kong and possess valid passport/HKID card (or) A body corporate having its registered office or a place of business in Hong Kong and possessing valid Certificate of Incorporation.
  • The director(s) of a company can be appointed as the Company Secretary of the same company, except that the company has only one director (i.e. sole director of a company).
  • The shareholder(s) of a company can be appointed as the Company Secretary of the same company.

Duties of a company secretary

Company Secretary is required by Companies Ordinance to maintain proper company record as required and stated in Companies Ordinance, details as follows:

  • managing and keeping the company’s statutory books:
    • register of shareholder
    • register of director
  • preparing Written Resolution for:
    • change of shareholding / director / company secretary
    • Annual Member Meeting or Directors Meeting
    • Minute of Directors’ / Members’ Meeting
  • organizing and witnessing statutory meetings of directors and shareholder alongside preparation of minutes
  • preparing and filing Annual Return (issued by Companies Registry)
  • alternation of Shareholders, Directors or Company Secretaries
  • change of Director’s details
  • resignation of Director
  • appointment of Director
  • share allotment / share transfer
  • increase authorized shares
  • change of the company name
  • change of the company address

Outsource of Companies Secretary

Every Hong Kong company should consider outsource the position of Company Secretary to professional secretarial service provider, worry-fee company maintenance.

AsiaBC offers package of Hong Kong secretarial service including the basic item as follows:

  • appointed as a company secretary of a company for purpose of company registration
  • prepare for meeting, written resolution and record to comply with relevant laws and regulations
  • prepare for file annual return to Companies Registry; and
  • consultation services on secretarial matter

AsiaBC charges secretarial services separately at piece-rate under on-demand basis. Upon special notice, government fee is excluded.

Duties of clients:

To ensure proper services, our clients have the duties to avoid government penalties as follows:

  • Maintaining up-to-date contact information of members of company
  • Responding to AsiaBC’s notifications timely
  • Informing AsiaBC immediately in case of:
    • changes of company particular(s) and/or member particular
    • the company begins to commence business
    • the company begins to hire staff in Hong Kong

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