Company Secretarial
According to the Companies Ordinance of Hong Kong, the appointment of a company secretary is mandatory, and every company must have a company secretary. If the company secretary is an individual, they are generally required to reside in Hong Kong; if the company secretary is a corporate body, it must have a registered office or place of business in Hong Kong. Additionally, the sole director of a private company is not allowed to act as the company secretary.
The company secretary plays multiple and highly important roles within a company or organization. They are responsible for managing statutory documents, including the registers of shareholders and directors; organizing and preparing meeting agendas, as well as recording minutes of board meetings and annual general meetings; handling share transfers; monitoring changes in relevant laws and regulatory environments and taking appropriate actions; and maintaining communication with lawyers and auditors. As the company’s designated representative in legal documents, the company secretary has the responsibility to ensure that the company and its directors operate within the law, and to maintain company records such as the lists of directors and shareholders and the annual financial statements.
With the growing demand for better corporate governance, the role and responsibilities of company secretaries in Hong Kong have become more complex and significant. Having a competent company secretary allows directors to focus on the smooth operation of the company, which can ultimately enhance the company’s overall value.
Company Secretarial Services
Every Hong Kong company must appoint a qualified company secretary who resides in Hong Kong.
The company secretary should possess extensive legal knowledge and practical experience.
We typically assist company members and management with the following matters:
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Legal Support: Helping clients understand and comply with the relevant provisions of the Hong Kong Companies Ordinance.
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Compliance Assistance: Reminding clients of various statutory deadlines, assisting them in meeting statutory compliance requirements, and maintaining statutory registers.
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Filing Annual Returns: Ensuring timely preparation and submission of annual returns to the Companies Registry on behalf of clients.
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Company Resolutions: Assisting in the preparation and submission of necessary company resolutions when required.
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Custody and Use of Company Seal: Although a company seal is no longer mandatory, our secretaries can still be responsible for its proper custody and use.
The Roles and Responsibilities of a Company Secretary
The work of a company secretary is indispensable to a company’s direction, governance, administration, and management. The responsibilities of a company secretary are broad and cover areas such as administration, including personnel management, company accounts management, organizing annual general meetings of shareholders, and preparing company performance reports. They also ensure that the declarations and disclosures of interests by the board of directors and management comply with regulations, and advise the board on good corporate governance practices.
A company secretary not only works closely with the company’s directors, managers, and shareholders but also communicates and liaises with various government departments that regulate company operations.
For example, in Hong Kong, the company secretary must interact with institutions such as the Companies Registry, the Inland Revenue Department, the Securities and Futures Commission, and the Hong Kong Stock Exchange.
Below are some of the key duties and responsibilities of a company secretary:
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Handling and maintaining the company’s statutory records (such as the register of shareholders and register of directors);
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Arranging board and shareholder meetings and preparing meeting minutes;
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Filing the company’s annual returns;
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Managing share transfers, distributions, and capital increases;
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Processing changes to the company’s name, registered address, and business address;
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Handling the appointment and removal of directors and company secretaries;
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Managing updates to director and company secretary information;
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Handling the deregistration of the company.