Company Secretary

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About Company Secretary

According to Hong Kong law, every limited company needs to appoint at least one company secretary. The company secretary occupies a statutory position in this generation of business. The company secretary is responsible for arranging different meetings for the limited company, preparing meeting minutes for these meetings. Submitting legally required documents to government departments and the Company Secretary should ensuring that the company can meet local statutory requirements are the duties of company secretary.

The work of the company secretary is necessary for the company future development direction and administrative governance. In addition to working closely with the company directors, the company secretary has an inseparable relationship with the company managers and shareholders and needs to communicate with different regulatory agencies in the government.

Company Secretary Services

Company Secretary service for one year

Under the Companies Ordinance, Company Secretary could be acting by a Hong Kong resident or a Hong Kong registered company. Sole director of the corporate is not allowed to act the duty.

Preparing and submitting statutory documents, including annual return form

Annual return is a return, in a specified form, containing the particulars of the company such as the address of the registered office, shareholders, directors, company secretary, etc. as at the made up date of the return.

A Local Private Company Should, Except In The Year Of Its Incorporation, Deliver Its Annual Return For Registration In Respect Of Every Year Within 42 Days After The Anniversary Of Its Date Of Incorporation.

Preparing and submitting statutory documents for change of company name

Preparing and submitting statutory documents for change of Articles of Association

(Extra Charges)

Preparing a meetings of directors and shareholders, and preparing minutes of meetings

(Extra Charges)

Preparing the Significant Controllers Registers

Preparing and submitting statutory documents

Preparing and submitting statutory documents for change of Director(s) and Secretary, change in particulars of Director and Secretary, change of address of registered office, business name and nature and allot of shares

Preparing and submitting statutory documents for shares transfer

(Extra Charges)
Preparing minutes and documents for open bank account

Deregistering the company and suspending applications for activities

(Extra Charges)

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Company Secretary

FAQs

A non-Hong Kong resident can be appointed as a director of a local limited company. However, the company secretary, who is a natural person, should ordinarily reside in Hong Kong. For company secretary which is a body corporate, its registered office or place of business should be in Hong Kong. A private local limited company must have at least one director who is a natural person and one company secretary. The sole director cannot act as the company secretary of the same company.


Yes. Company secretaries who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.

According to section 118(5) of Schedule 11 to the Companies Ordinance (Cap. 622), in the case of a company secretary of an existing company who is a natural person, the address of the company’s registered office is to be regarded, on and after the commencement date of section 650, as the correspondence address of the company secretary. The operation of section 118(5) does not give rise to any duty to deliver a notice of change in particulars of the company secretary to the Registrar of Companies under section 652 of the Companies Ordinance (Cap. 622).”

According to section 27(3) of the Companies Ordinance (Cap. 622), the Registrar of Companies must record the address of the company’s registered office as shown on the register of companies under the Predecessor Ordinance (i.e. the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date of the Companies Ordinance (Cap. 622)) immediately before the commencement date of the section (i.e. 3 March 2014) as the correspondence address of the company secretary.”


You should deliver a Form ND2A “Notice of Change of Company Secretary and Director (Appointment╱Cessation)” to report the appointment of company secretary or company secretary ceasing to hold office within 15 days after the appointment or cessation for registration.


You should deliver a Form ND2B “Notice of Change in Particulars of Company Secretary and Director” to report the change in particulars of company secretary within 15 days after the change for registration

In the event that the organization has effectively conveyed Form ND2A about the abdication of its organization secretary, it isn’t necessary for the resigning organization secretary to convey the Form ND4 once more. It is just when the resigning organization secretary accepts that the organization won’t notify this fact to the Registrar of Companies that a Form ND4 ought to be conveyed for enrollment.

The main responsibility of the company secretary is to ensure that the company’s daily operations have complied with relevant legal requirements and to assist in informing the government of changes in the company’s structure.

Article 474 of the Companies Ordinance stipulates that a company must have a company secretary.

Article 475 of the Companies Ordinance stipulates that if a director of a private company is the sole director of the company, he shall not concurrently serve as the company secretary of the company.

For reference, if you do not meet the following conditions, the company concerned must apply for a trust or company service provider license to become the company secretary of the company:
You are a member of a group of companies;
You did not charge fees for the company services provided to other members of the group; and
You only provide company services to other members of the group and not to any other person.

The above situation is an example where there is no need to apply for a trust or company service provider license.
As for the case where a member of a company group provides company services purely to other members of the group, the member is usually not regarded as providing company services in the form of business, and there is usually no need to apply for a trust or company service provider license.
If you have any questions about individual situations, you can consider seeking professional advice.

If the customer has any internal changes/data changes/ submitted any documents to the Companies Registry during the service period, the customer must actively return a copy of the documents to the company within 7 working days, otherwise the company will prepare according to the existing records document. If any changes are required after the submission of the documents or the relevant documents are not accepted by the Companies Registry, the administrative fees or fines incurred will be borne by the customer.

Yes, as long as the director meets the requirements (the company secretary can be an individual or a corporate body (a limited company). If an individual, he must be a Hong Kong resident who has reached the age of 18; if he is a company legal person, he must be in Hong Kong-registered limited company.) Yes. However, if a limited company has only one director, that director cannot concurrently serve as the company secretary.

Yes, as long as the shareholder meets the requirements of the second question above. However, if the shareholder is also a director and the only director of the company, then the shareholder cannot concurrently serve as the company secretary.
Yes, as long as the shareholder meets the above requirements (the company secretary can be an individual or a legal entity (a limited company). If an individual, he must be a Hong Kong resident over 18 years old; if he is a corporate legal person, he must It is a limited company registered in Hong Kong.). However, if the shareholder is also a director and is the only director of the company, then the shareholder cannot concurrently hold the position of company secretary.

The company secretary does not have the power to manage the company. For example, the company secretary may not sign the purchase and sale agreement of goods or services with the company’s suppliers in the name of the company, nor does he have the power to sign various investment agreements on behalf of the company, unless it is formally authorized by the board of directors.