In Hong Kong, under the Companies Ordinance, it is mandatory for companies to appoint a company secretary, and each company should have at least one company secretary. If the company secretary is an individual, they are usually required to reside in Hong Kong, or if they are a corporate body, they must have a registered office or place of business in Hong Kong. The sole director of a private company cannot be the company secretary.
The company secretary is responsible for maintaining statutory documents, including shareholder and director registers, organizing and preparing agendas, recording minutes of board meetings and annual general meetings, and monitoring changes in relevant legislative and regulatory environments and taking appropriate actions.
The job of a company secretary is essential to the direction, governance, administration, and management of a company. The company secretary not only works closely with the directors, managers, and shareholders of the company, but also communicates and interacts with various government departments that regulate the company's operations.
Taking Hong Kong as an example, the company secretary is required to communicate 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 job duties and responsibilities of a company secretary:
Since March 1, 2018, companies are required to keep a register of significant controllers, which mandates that companies incorporated in Hong Kong must obtain and maintain up-to-date information on their beneficial ownership for inspection by law enforcement officers. The new amendments have the following requirements:
The company must have a designated representative who provides information related to the register to law enforcement officers and assists them. The company's designated representative must be a shareholder, director, or employee of the company and must be a person residing in Hong Kong. The company can also appoint an accounting professional, legal professional, or licensed person providing trust or company services as the designated representative. The information of the designated representative must also be recorded in the register of significant controllers.
If a company fails to comply with the requirement to maintain the register of significant controllers, the company and each responsible person may be fined up to HKD 25,000 upon conviction, and an additional daily fine of HKD 700 may also be imposed.
Inlcuding the following items:
Registering the registered address as:
香港九龍長沙灣永康街9號7樓705室 (荔枝角地鐵站C出口步行2分鐘)
Unit 705, 7/F., 9 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong (Lai Chi Kok-MTR exist C)
| Types of services | Service fee (HKD) | Government fee (HKD) | Total fee (in HKD) |
| Annual company secretarial services | 1,880 | 105 | 1985 |
| Annual company secretarial services with registered address. | 2500 | 105 | 2605 |
| Registered office address | 1200 | – | 1200 |
| Annual Return | 800 | 105 | 905 |
| Change of company name | 1000 | 295 | 1295 |
| Change of details of directors or company secretary | 600 | – | 600 |
| Appointment of resignation of directors or company secretary | 600 | – | 600 |
| Shares allotment | 2200 | – | 2200 |
| Shares transfer | 2200 | 政府厘印費 | 2200 |
| Change of registered address | 800 | – | 800 |
| Significant Controllers Register (SCR) | 800 | – | 800 |
| Application for Branch Business Registration Certificate | 1127 | 223 | 1350 |
| Notification of Commencement of Business | 500 | – | 500 |
| Change of Business Nature | 500 | – | 500 |
| Change of Business Name | 500 | – | 500 |
| Application for Duplicate Business Registration Certificate | 500 | – | 500 |
| Certified True Copy of Business Registration Certificate | 100 | 27 | 127 |
| Notification of Closure of Business. | 500 | – | 500 |
| Company Deregistration | 2,500 | 690 | 3,190 |
| Application for Dormant Company | 1,500 | – | 1,500 |
| Notice of Partner(s) Addition/Withdrawal | 1,500 | – | 1,500 |
*** Included in:Annual Company Secretarial Services.
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