Appointing a company secretary is a crucial step in setting up and running a compliant and well-governed company in Hong Kong. By understanding the role, responsibilities, and key requirements of a company secretary, you can make an informed decision on how to fulfill this essential requirement. Outsourcing to a professional agency can provide the expertise, efficiency, and peace of mind needed to ensure your company's success and longevity.
What Does a Company Secretary Do?
A company secretary in Hong Kong plays a vital role in maintaining the company's legal and regulatory compliance, as well as supporting its corporate governance. Their key responsibilities include:
Statutory Compliance:
- Maintaining and updating statutory registers and records
- Filing annual returns and other required documents with the Companies Registry
- Ensuring compliance with the Hong Kong Companies Ordinance
Corporate Governance:
- Advising the board of directors on best practices and governance codes
- Organizing and attending board meetings and annual general meetings (AGMs)
- Preparing meeting agendas, taking minutes, and circulating relevant materials
Administrative Support:
- Managing changes in company structure, such as directorship or share allotments
- Safeguarding official company records and the company seal
- Facilitating communication between the board, shareholders, and regulators
Company Secretary Fee HK$1,299 per year
“ Choosing the right company secretary is a crucial decision for any Hong Kong company. vOffice offers comprehensive company secretarial services that can help companies fulfill the requirements and responsibilities of a company secretary. ”
Key Requirements to Appoint a Company Secretary
Under the Hong Kong Companies Ordinance, every company must appoint a company secretary within 14 days of incorporation. The company secretary can be an individual or a corporate body, and they must meet the following criteria:
Ordinarily Resident in Hong Kong : The individual must be a resident of Hong Kong.
Sufficient Knowledge and Experience : The company secretary should possess the necessary knowledge and experience to fulfill the role effectively.
Additional Qualifications for Public Companies : For public companies, the company secretary must be a member of the Hong Kong Institute of Chartered Secretaries (HKICS), a solicitor, a Certified Public Accountant (CPA), or have relevant experience.
In Hong Kong, providers of trust or company service business are regulated under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO). If a corporate secretary provides company secretarial services as a business, it may fall under the Trust or Company Service Provider (TCSP) licensing regime.
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When setting up a company in Hong Kong, one of the essential requirements is appointing a company secretary. This role is critical for ensuring your business operates smoothly and complies with all relevant laws and regulations. In this comprehensive guide, we'll explain what a company secretary does, their importance, and how to choose the right one for your company.
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Who Needs a TCSP License?
A company or individual must obtain a TCSP license from the Hong Kong Companies Registry if they provide the following services for profit:
Acting as or arranging for someone to act as a company secretary for a Hong Kong company.
Providing a registered office address or business address.
Acting as or arranging for someone to act as a director or shareholder for a company.
Exemptions :
Companies or individuals that provide company secretarial services internally (e.g., employees working directly for the company) do not need a TCSP license.
Entities like law firms and accounting firms regulated by professional bodies (e.g., the Law Society of Hong Kong or HKICPA) are generally exempt.
Responsibilities of a Licensed TCSP
A licensed TCSP must:
Comply with AML/CTF (Anti-Money Laundering and Counter-Terrorist Financing) regulations, including conducting customer due diligence and record-keeping.
Renew the license periodically and ensure compliance with relevant laws.
How to Choose a Company Secretary
When selecting a company secretary, consider the following factors to ensure you make the best choice for your company
Qualifications and Experience : Look for a company secretary with relevant qualifications and proven experience in handling companies of similar size and complexity to yours.
Industry Knowledge :Consider whether your company operates in a highly regulated industry that requires specific expertise.
Reputation and References : Research the reputation of the individual or firm and ask for references from previous clients.
Communication and Organisational Skills : Choose a company secretary with strong communication and organizational skills to ensure effective collaboration with directors, shareholders, and regulators.
Why Should You Outsource Your Company Secretary Service to a Professional Agency?
Qualifications and Experience : Look for a company secretary with relevant qualifications and proven experience in handling companies of similar size and complexity to yours.
Time and Cost Efficiency : Outsourcing eliminates the need to hire and train an in-house company secretary, saving time and resources. It also allows you to focus on core business activities.
Flexibility and Scalability : Engaging an external firm provides flexibility to adjust the level of support based on your company's needs and growth.
Risk Mitigation : Professional firms often carry indemnity insurance and have established processes to minimise the risk of non-compliance and penalties.
Complete Guide to Company Secretary