What Is a Company Secretary in Hong Kong and Why You Need One
What is a company secretary?
A company secretary is a statutory officer of a company responsible for ensuring that the company complies with its legal obligations under the Companies Ordinance. In Hong Kong, every Private Limited Company is legally required to appoint a company secretary under Section 474 of the Companies Ordinance Cap. 622.
Is a company secretary mandatory in Hong Kong?
Yes. It is not optional. Failure to appoint and maintain a company secretary is a statutory offence under Hong Kong law, subject to fines. There are no exemptions — every company, regardless of size or business activity, must have one.
Who can be a company secretary in Hong Kong?
For an individual: the company secretary must be ordinarily resident in Hong Kong. For a corporate entity: it must have a registered office in Hong Kong. As a non-resident founder, you cannot serve as your own company secretary — you need a local service provider.
What does a company secretary do?
- Annual Return (NAR1): Filed with the Companies Registry each year, within 42 days of the anniversary of incorporation.
- Significant Controllers Register (SCR): Maintained and updated whenever there is a change in significant control.
- Statutory registers: Register of members, directors, charges, and other statutory records.
- Companies Registry filings: Changes of directors, registered office, share structure.
- Meeting minutes and resolutions: Annual General Meeting preparation and documentation.
- Deadline reminders: Business Registration renewal, NAR1, AGM scheduling.
Can I use a virtual or remote company secretary?
Yes. Many Hong Kong companies use corporate company secretaries (registered body corporates with a Hong Kong registered office) rather than individual resident secretaries. HEVEA HK provides a corporate company secretary service as part of the all-inclusive Launch Pack.
This article provides general information only. Consult a qualified Hong Kong corporate service provider for advice specific to your company.