FAQ Company Secretary
The website of the Companies Registry of Hong Kong (cr.gov.hk) has several resources regarding company secretaries. Here are some commonly asked questions and answers:
What is a company secretary in Hong Kong?
A company secretary in Hong Kong is a designated officer responsible for ensuring a company's compliance with legal and regulatory requirements. They act as a bridge between the company, its directors, shareholders, and government bodies. While the title suggests clerical duties, the role is crucial for good corporate governance and avoiding legal penalties.
Who needs a company secretary?
All Hong Kong companies, regardless of size or type, are legally mandated to have a company secretary. This requirement ensures adherence to the Companies Ordinance and other relevant regulations.
All Hong Kong companies, regardless of size or type, must have a company secretary. (Source: https://www.cr.gov.hk/)
Who can be a company secretary?
The company secretary can be an individual with the necessary qualifications and experience, or a corporate service provider specializing in company secretarial services. However, a sole director of a private company cannot also be the company secretary.
An individual with relevant qualifications and experience, or a corporate service provider. There are restrictions on who can be a company secretary, see the "Documents relating to Directors / Company Secretary" section on cr.gov.hk for details. (Source: https://www.cr.gov.hk/)
What are the main duties of a company secretary?
Maintaining statutory records: Ensuring the company register, share register, and other statutory records are accurate and up-to-date.
Filing statutory returns: Filing annual returns, change of director/shareholder notifications, and other required submissions with the Companies Registry.
Convening and attending meetings: Organizing and attending board meetings, general meetings, and shareholder meetings.
Advising on corporate governance: Providing guidance on best practices for board procedures, shareholder rights, and compliance with relevant regulations.
Liaising with regulators: Representing the company before government bodies and responding to inquiries.
Maintaining statutory records, filing statutory returns, convening and attending meetings, advising on corporate governance, and liaising with regulators. (Source: https://www.hkcgi.org.hk/about-us/our-profession)
What are the benefits of having a company secretary?
Reduced risk of non-compliance: A qualified company secretary helps ensure your company stays up-to-date with legal requirements and avoids hefty fines and penalties.
Improved corporate governance: Good corporate governance practices enhance transparency, accountability, and investor confidence.
Administrative efficiency: A company secretary can handle time-consuming administrative tasks, freeing up management to focus on core business activities.
Expert advice: Company secretaries often have extensive knowledge of regulations and can provide valuable guidance on complex matters.
How to appoint a company secretary?
Use Form NN2 for a natural person or Form NN3 for a body corporate. Find the forms and instructions on the cr.gov.hk website under "Compliance" -> "Forms & Fees" -> "Company Forms." (Source: https://www.cr.gov.hk/)
How to change a company secretary?
Use Form NN2 or NN3 with appropriate details. Again, see the "Compliance" -> "Forms & Fees" -> "Company Forms" section. (Source: https://www.cr.gov.hk/)
What are the fees for filing forms related to the company secretary?
What if a company secretary fails to fulfill their duties?
They may be liable for penalties or disqualification by the Companies Registry. For specific consequences, consult the Companies Ordinance or seek legal advice. (Source: https://www.cr.gov.hk/)
This FAQ provides a helpful overview of company secretaries in Hong Kong.
How Bestar can Help
General information on how Bestar in Hong Kong can assist you:
Maintain statutory records: We ensure your company register, share register, and other legal documents are accurate and up-to-date.
File statutory returns: We handle filing annual returns, change of director/shareholder notifications, and other required submissions with the Companies Registry.
Convene and attend meetings: We organize and attend board meetings, general meetings, and shareholder meetings.
Advise on corporate governance: We provide guidance on best practices for board procedures, shareholder rights, and compliance with regulations.
Liaise with regulators: We represent your company before government bodies and respond to inquiries.
It is important to choose a qualified and experienced professional to ensure your company remains compliant with all legal requirements. Contact Bestar today!