Licensed Company Secretary in Hong Kong: Requirements, Obligations & How It Works

Every Hong Kong private limited company is legally required to appoint a company secretary. This requirement, set out in Sections 474–476 of the Companies Ordinance (Cap. 622), is not optional — failure to maintain a qualified company secretary is a criminal offence.

Yet for many non-resident founders, the role of the company secretary is poorly understood. This guide explains exactly what a company secretary does, what the legal requirements are, and why choosing a licensed TCSP (Trust or Company Service Provider) as your secretary is the standard approach for foreign-owned Hong Kong companies.

What is a Company Secretary?

A company secretary is an officer of the company responsible for ensuring that the company complies with its statutory and regulatory obligations. Despite the title, a company secretary is not an administrative assistant — it is a substantive legal role with specific obligations under Hong Kong law.

The company secretary:

• Files statutory documents with the Companies Registry on behalf of the company
• Maintains the company’s statutory registers
• Prepares and files the Annual Return (NAR1)
• Ensures the company complies with the Companies Ordinance
• Advises directors on their legal duties and obligations
• Manages shareholder communications and board meetings
• Keeps minutes of board meetings and general meetings

Legal Requirements for a Hong Kong Company Secretary

Section 474 — Appointment Requirement

Every Hong Kong company must have a company secretary. The company secretary must be appointed within the first six months of incorporation.

Who Can Serve as Company Secretary?

Individual Company Secretary

If an individual serves as company secretary, they must:

• Be ordinarily resident in Hong Kong (i.e., have their principal/only place of residence in HK)
• Not be the sole director of the company (if the company has only one director, that person cannot also be the secretary)
• Be a natural person — a corporation cannot serve as sole director and company secretary simultaneously if both roles are held by the same entity

Corporate Company Secretary (TCSP)

A corporation can serve as company secretary if:

• It has a registered office or principal place of business in Hong Kong
• It is licensed as a Trust or Company Service Provider (TCSP) under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance

For the vast majority of foreign-owned Hong Kong companies, a licensed TCSP serves as company secretary. This is the standard market practice.

TCSP Licensing

Since 2018, all entities providing company secretary services in Hong Kong must be licensed by the Companies Registry under the TCSP regime. HEVEA HK is a licensed TCSP provider, as displayed on our company profile on the Companies Registry website.

What Does a Company Secretary Actually Do? Annual Tasks

Annual Return (NAR1) Filing

The most important annual task. Every Hong Kong company must file a statutory Annual Return (Form NAR1) with the Companies Registry within 42 days of the company’s incorporation anniversary date.

The NAR1 confirms:

• Current directors and their residential addresses
• Current company secretary
• Current registered office address
• Current shareholders and their shareholdings
• Share capital structure

Failure to file NAR1 on time: Fixed penalty of HK$1,200 for private companies. Continued failure can result in prosecution and the company being struck off the register.

HEVEA HK’s company secretary prepares, reviews, and files the NAR1 on your behalf each year — you simply review and approve it.

Statutory Registers Maintenance

The company secretary maintains the following statutory registers:

• Register of Members: Record of all shareholders, their addresses, and shareholdings — must be updated within 2 months of any change
• Register of Directors: Details of all current and former directors
• Register of Company Secretaries: Details of all current and former secretaries
• Register of Debenture Holders: If applicable
• Significant Controllers Register (SCR): All persons who own or control more than 25% of shares or voting rights

Significant Controllers Register (SCR)

Since March 2018, all Hong Kong companies must maintain a Significant Controllers Register identifying:

• Individuals who own 25%+ of shares or voting rights
• Individuals who exercise significant influence or control over the company
• Corporations that meet the same thresholds

The SCR must be kept at the registered office and updated within 7 days of any changes. It is available for inspection by law enforcement on request (not publicly available).

Directors’ Resolutions and Minutes

The company secretary prepares standard written resolutions for routine matters, including:

• Annual accounts approval
• Dividend declarations
• Director appointment/resignation acknowledgements
• Share allotments and transfers
• Opening bank accounts

Corporate Changes — Notification to CR

Any changes to the company’s structure must be notified to the Companies Registry within specified timeframes. The company secretary manages these filings:

Company Secretary vs. Nominee Director

It’s important to distinguish between a company secretary and a nominee director:

• Company Secretary: A mandatory legal role. Responsible for statutory compliance — filing documents, maintaining registers, ensuring the company meets its obligations. Does NOT make business decisions. Cannot sign contracts on behalf of the company.
• Nominee Director: An optional arrangement where a local person acts as director “in name” while the beneficial owner retains actual control. Controversial from a governance and AML perspective. Not recommended and increasingly scrutinised by banks and regulators.

HEVEA HK provides company secretary services — not nominee director arrangements. We are a statutory compliance service provider, not a proxy governance structure.

What Happens If You Don’t Have a Company Secretary?

Operating without a company secretary is a criminal offence under Section 476 of the Companies Ordinance. Consequences include:

• The company and its officers are each liable to a fine up to HK$25,000
• Continued failure can result in the Companies Registry initiating strike-off proceedings
• Without a company secretary, the Annual Return cannot be filed — triggering further penalties
• Banks may refuse to continue operating an account for a non-compliant company

HEVEA HK Company Secretary Service

HEVEA HK provides a licensed TCSP company secretary service for all Hong Kong companies incorporated through our platform. Our service includes:

• Registered company secretary (TCSP licensed by Companies Registry)
• Annual Return (NAR1) preparation and filing
• Statutory registers maintenance (Members, Directors, Secretaries, SCR)
• Standard written resolutions (annual accounts, dividends)
• Filing of statutory notifications (director changes, address changes, etc.) as needed
• Compliance calendar with automated reminders
• Dedicated client support via your HEVEA account

The company secretary service is included in:

• Year 1 Launch Pack: USD 2,290 (all-inclusive)
• Annual Renewal Bundle: USD 1,690/year (from Year 2)

How to Change Your Company Secretary

If you wish to change your company secretary:

1. The new company secretary accepts their appointment (written consent)
2. The board passes a resolution approving the change
3. Form ND4 (Change of Company Secretary) is filed with the Companies Registry within 15 days
4. The government filing fee is HK$295

HEVEA HK handles all aspects of the transition if you are moving your company secretary service to us.

Frequently Asked Questions

Can the director also be the company secretary?

Only if the company has more than one director. If the company has a single director, that person cannot also be the company secretary — a separate person or corporation must be appointed.

Can a non-Hong Kong resident be the company secretary?

Individual company secretaries must be ordinarily resident in Hong Kong. For foreign founders, the practical solution is to appoint a licensed TCSP as company secretary — TCSPs are corporations registered in HK.

Does the company secretary have access to my company’s finances?

No. The company secretary’s role is purely administrative and compliance-focused. They file documents with the Companies Registry and maintain registers — they do not have access to bank accounts, make business decisions, or sign contracts on the company’s behalf (unless specifically authorised by the board).

How often do I need to interact with my company secretary?

For most small to medium-sized foreign-owned companies, the primary interaction is annual — reviewing and approving the Annual Return. You will also need to notify the secretary of any director changes, address changes, or share transfers so they can file the relevant forms. HEVEA HK’s digital platform makes all interactions seamless and paperless.

Conclusion

A licensed company secretary is not a luxury or an optional add-on — it is a legal requirement for every Hong Kong company. For non-resident founders, a licensed TCSP acting as company secretary provides the expertise, local presence, and regulatory compliance infrastructure needed to maintain a fully compliant Hong Kong company from anywhere in the world.

HEVEA HK’s company secretary service is included in every plan, managed through our digital platform, with automated compliance reminders so nothing falls through the cracks.

Learn more about our company secretary service or get started today.