Hong Kong Company Directors and Secretaries: The Ultimate 2026 Compliance Guide
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Hong Kong Director & Secretary Compliance
Hong Kong Company Directors and Secretaries: The Ultimate 2026 Compliance Guide
Complete guide to Hong Kong company director and secretary requirements. Learn about residency rules, the sole director restriction, and compliance deadlines to avoid fines.
Starting or managing a business in Hong Kong requires a clear understanding of the Companies Ordinance (Cap. 622). While the official Companies Registry provides basic facts, this guide breaks down the complex requirements for Directors and Company Secretaries into actionable steps for entrepreneurs and SMEs.
1. Statutory Requirements for Directors in Hong Kong
Every Hong Kong private limited company must have at least one director. Unlike many other jurisdictions, Hong Kong offers significant flexibility for international business owners.
Who Can Be a Director?
Minimum Age: Must be at least 18 years old.
Residency: There is no residency requirement. Directors can be of any nationality and reside anywhere in the world.
Natural Person Requirement: At least one director must be a "natural person" (an individual).
Corporate Directors: A company can act as a director, provided there is at least one other director who is an individual.
Key Responsibilities of a Director
Directors are the mind and management of the company. Their duties include:
Ensuring the company complies with the Companies Ordinance.
Filing annual returns and tax notifications.
Maintaining accurate books of account.
Acting in the best interest of the company (Fiduciary Duty).
2. The Mandatory Role of the Hong Kong Company Secretary
Every company must appoint a Company Secretary. This is not a clerical role; it is a senior compliance position.
Qualifications for a Company Secretary
Unlike directors, the Company Secretary has strict residency and licensing requirements:
For Individuals: Must ordinarily reside in Hong Kong.
For Corporations: Must have a registered office or a place of business in Hong Kong and hold a TCSP License (Trust or Company Service Provider).
Can a Director be the Company Secretary?
Private Companies: A director can be the secretary, UNLESS they are the sole director.
The "Sole Director" Rule: If your company has only one director, that person cannot also be the company secretary. You must appoint a separate individual or a professional firm.
3. Comparison: Director vs. Company Secretary
Feature | Director | Company Secretary |
Minimum Number | 1 | 1 |
Residency | Anywhere in the world | Must be a HK Resident / HK Corp |
Primary Role | Management & Strategy | Statutory Compliance & Filing |
Can be a Corp? | Yes (with 1 individual) | Yes (must have TCSP license) |
4. Critical Compliance Deadlines (Don't Get Fined!)
The Companies Registry (CR) is strict about deadlines. Failure to comply can lead to heavy fines or even prosecution.
Annual Return (Form NAR1): Must be filed within 42 days after the anniversary of the company's incorporation.
Change of Particulars (Form ND2A/ND2B): If a director or secretary changes their address or resigns, the CR must be notified within 15 days.
Business Registration (BR) Renewal: Usually required annually or every 3 years.
5. Why Most Foreign Investors Hire a Professional Secretary
Because the Company Secretary must be a Hong Kong resident, most international entrepreneurs engage a professional Corporate Service Provider.
Guarantee of Residency: Ensures the company stays legal without needing a local partner.
Expert Filing: Professionals manage the complex NAR1 forms and ensure you never miss a deadline.
Liaison: They act as the official point of contact for the Companies Registry and Inland Revenue Department.
Frequently Asked Questions (FAQ)
1. Does a Hong Kong company need a local resident director?
No. You can have a 100% foreign-owned and foreign-managed company. Only the Company Secretary must be local.
2. Can a foreigner be a Company Secretary?
Only if they are a legal resident of Hong Kong (holding a valid HKID and ordinarily residing there).
3. What happens if I don’t appoint a Company Secretary?
It is a criminal offense. The company and its officers are liable to significant fines and potential striking off from the register.
4. What is a "Reserve Director"?
For companies with a sole director/shareholder, a "Reserve Director" can be nominated to take over the management in the event of the sole director's death.
How to Get Started
Need help appointing a qualified Hong Kong Company Secretary or setting up your board of directors? Contact our compliance experts today for a free consultation.
Appointing Bestar as Your Qualified Hong Kong Company Secretary: A Complete Guide
Hong Kong Company Directors and Secretaries: The Ultimate 2026 Compliance Guide
Looking to appoint Bestar as your Hong Kong Company Secretary? Discover why Bestar is the top choice for TCSP-licensed compliance, annual filings, and corporate governance.
Under the Hong Kong Companies Ordinance (Cap. 622), every limited company is legally required to appoint a Company Secretary. However, for international entrepreneurs and SMEs, the challenge is finding a provider that is not only "qualified" but also proactive.
Bestar Hong Kong has established itself as a leading provider of corporate secretarial services, helping businesses navigate the complexities of HK compliance with ease.
1. Why Bestar is a "Qualified" Choice in Hong Kong
To be a Company Secretary in Hong Kong, a provider must meet strict legal criteria. Bestar fulfills and exceeds these through:
TCSP Licensing: Bestar operates as a licensed Trust or Company Service Provider (TCSP). This license is mandatory for any corporate entity providing secretarial services in HK.
Local Residency: Bestar provides the essential local presence required by law, acting as your official bridge to the Companies Registry (CR) and Inland Revenue Department (IRD).
Expert Leadership: Led by seasoned professionals like Cherry Chau (Head of Corporate Secretarial), Bestar brings decades of experience in governance, share transfers, and statutory compliance.
2. Key Services Provided by Bestar
When you appoint Bestar, you aren't just getting a name on a document; you are gaining a dedicated compliance partner. Our services include:
A. Statutory Compliance & Filings
Annual Return (NAR1): Timely filing to avoid late penalties (which can reach $50,000 HKD).
Maintenance of Registers: Keeping your Register of Members, Directors, and Significant Controllers (SCR) up to date.
Business Registration (BR) Renewal: Ensuring your license to operate is renewed every 1 or 3 years.
B. Corporate Governance
Drafting minutes for Annual General Meetings (AGMs) and Board Meetings.
Handling changes in company structure (e.g., director appointments or share allotments).
Assisting with the deregistration or liquidation of companies if needed.
C. Strategic Business Support
Bank Account Opening: Navigating the rigorous KYC (Know Your Customer) requirements of Hong Kong banks.
Bilingual Communication: Support in English, Cantonese, and Mandarin to facilitate global operations.
3. How to Switch Your Company Secretary to Bestar
Many businesses switch to Bestar to benefit from more transparent pricing or faster response times. The process is seamless:
Board Resolution: Bestar helps you draft the resolution to remove the old secretary and appoint Bestar.
Notification to CR: We file Form ND2A with the Companies Registry within the 15-day statutory limit.
Transfer of Records: Bestar coordinates the collection of your statutory books and seals from your previous provider.
Registered Office Update: If you also move your registered address to Bestar, we file Form NR1 simultaneously.
4. Bestar vs. Traditional Providers
Feature | Traditional Firm | Bestar Hong Kong |
Response Time | 48–72 Hours | High-speed, dedicated support |
Pricing | Often hidden "per-task" fees | Transparent, all-inclusive packages |
Technology | Paper-based tracking | Cloud-ready compliance & reminders |
Scope | Secretarial only | Full Audit, Tax, and HR support |
5. Frequently Asked Questions (FAQ)
Can a foreigner appoint Bestar if they don't live in HK?
Yes. Since Bestar is a local Hong Kong entity, you can manage your company from anywhere in the world while Bestar handles the local legal requirements.
Is Bestar a licensed TCSP?
Yes. Bestar is a fully licensed Trust or Company Service Provider, ensuring all secretarial actions are legally recognized.
Does Bestar help with Significant Controllers Registers (SCR)?
Absolutely. Bestar acts as your Designated Representative to maintain the SCR and assist law enforcement officers if required.
Start Your Compliance Journey with Bestar
Don't risk fines or "striking off" due to missed deadlines. Appointing a qualified, professional secretary is the best investment you can make for your Hong Kong business.
Contact Bestar Hong Kong Today to receive a tailored proposal for your company secretarial needs.
"Switching to Bestar" Checklist for Clients
To make the transition to Bestar Hong Kong as smooth as possible, we have developed this comprehensive checklist. It is designed to help your team understand the legal steps, document requirements, and handover procedures needed to ensure your company remains in 100% compliance during the switch.
The "Switching to Bestar" Compliance Checklist
Phase 1: Preparation & Internal Approval
[ ] Review Current Contract: Check the notice period in your existing agreement (typically 30 days).
[ ] Pass a Board Resolution: Convene a meeting to formally resolve:
The cessation of the current Company Secretary.
The appointment of Bestar (Hong Kong) Secretariat Limited (or as advised).
The change of Registered Office Address (if you are moving it to Bestar’s office).
[ ] Prepare Notice of Termination: Draft a formal email or letter to your current provider notifying them of the switch.
Phase 2: Information Gathering (KYC & Records)
As a TCSP-licensed provider, Bestar is required by law to collect updated "Know Your Customer" (KYC) documents.
[ ] Identification Documents: Certified copies of passports/HKID and proof of address for all Directors and Shareholders.
[ ] Corporate Documents: Latest Business Registration Certificate (BRC) and Certificate of Incorporation (CI).
[ ] Articles of Association: A digital copy of your company’s current Articles.
[ ] Latest Annual Return (NAR1): A copy of the most recently filed return to verify current share capital and officer details.
Phase 3: The Handover (Physical & Digital)
Your outgoing secretary is legally obligated to hand over the company's statutory records. Bestar can coordinate this for you.
[ ] Statutory Registers: Register of Members, Register of Directors, and Register of Company Secretaries.
[ ] Significant Controllers Register (SCR): Ensure the SCR and the appointment of the "Designated Representative" are transferred.
[ ] Company Seal & Chopping: Arrange for the physical collection of the common seal and rubber stamps.
[ ] Minutes Book: All past board and shareholder resolutions and meeting minutes.
Phase 4: Statutory Filings (The Legal Switch)
Within 15 days of the change, the following forms must be submitted to the Companies Registry (CR):
[ ] Form ND2A: To report the cessation of the old secretary and the appointment of Bestar.
[ ] Form NR1: To update the Registered Office Address (if applicable).
[ ] Form ND2B: If there are changes to any director particulars happening at the same time.
Timeline of the Switch
The entire process generally takes 3 to 5 business days once all documents are provided.
Milestone | Responsibility | Typical Timeline |
Step 1: Onboarding | Client & Bestar | Day 1 |
Step 2: Board Resolution | Client (Bestar assists) | Day 1-2 |
Step 3: Filing Form ND2A | Bestar | Day 3 |
Step 4: Record Retrieval | Bestar & Outgoing Sec | Day 3-5 |
Step 5: Official Update | Companies Registry | +24-48 Hours |
💡 Pro-Tip for Clients
Don't wait until your Annual Return is due. Switching to Bestar at least two months before your incorporation anniversary ensures we have enough time to audit your registers and file your NAR1 accurately, preventing the $870 to $3,480 HKD late filing penalties.
Ready to start the process? Would you like the Formal Notice of Termination email for you to send to your current secretary?
Link: Link to our services for "Company Incorporation" and "Annual Compliance."
Link: Link to the Hong Kong Companies Registry.