Hong Kong incorporation requires that you designate a corporate secretary to audit the company, to ensure legal and regulatory compliance, and to represent the firm in legal documents. But “secretary” here means corporate secretary, not a clerical or secretarial assistant. Every Hong Kong-incorporated limited company is required by the Companies Ordinance to have a Company Secretary possessing a Hong Kong ID.
I. Qualification of Company Secretary
IWith effect from the date of incorporation of a company mentioned in its certificate of incorporation, the first secretary of the company is the person named as the secretary in the incorporation form submitted in respect of the company. A director of a company may at the same time acting as the secretary of the company. However, the director of a private company having only one director shall not also be the secretary of the company.
The secretary of a company shall-
(a) if an individual, ordinarily reside in Hong Kong;
(b) if a body corporate, have its registered office or a place of business in Hong Kong.
Anything required or authorized to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or to any officer of the company authorized generally or specially in that behalf by the directors.
II. Appointment and Resignation
The company secretary is appointed by the directors. According to Article 112 of Table A of the Hong Kong Company Ordinance, a Company Secretary can be appointed for such term, at such remuneration and upon such conditions as they may think fit.
III. Powers and Duties
The general duties include the correspondence with shareholders and regulatory bodies as well as ensuring that the company is in compliance with the regulations regarding the organization of the meetings of directors and shareholders and therefore the company secretary needs to be present at all meetings of the company and the directors, and shall make proper minutes of the meeting.
The company secretary will usually countersign every document to which the seal of the company is affixed, and his department will deal with share transfers, keep the books of the company and will deliver documents and make necessary returns to the Hong Kong Companies Registry.
Contact Us
If you have further inquires, please do not hesitate to contact Tannet at anytime, anywhere by simply visiting Tannet’s website english.tannet-group.com, or calling Hong Kong hotline at 852-27826888 or China hotline at 86-755-82143422, or emailing to tannet-solution@hotmail.com. You are also welcome to visit our office situated in 16/F, Taiyangdao Bldg 2020, Dongmen Rd South, Luohu, Shenzhen, China.
Previous：Roles and Duties of A Company Secretary
Next：The Importance of A Hong Kong Company Secretary