L

Updated: Sep 12

Can director also be company secretary? Who can be company secretary in Hong Kong? What is a limited company in Hong Kong?


Incorporation


Number of shares proposed to be issued and number of founder members of a local company limited by shares

There is no requirement for the number of shares proposed to be issued. The articles of a company with a share capital may state the maximum number of shares that the company may issue. A local company limited by shares shall be formed by at least one founder member.


No minimum amount of paid-up capital upon application for incorporation or commencement of business

There is no requirement on the minimum amount of a company's paid-up capital.

Situation of registered office of a local limited company

The registered office must be situated in Hong Kong.


Requirements of directors and company secretary of a company

A private company must have a company secretary and at least one director who is a natural person (i.e. an individual). The sole director of a private company must not also be the company secretary. A private company having only one director must not have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company. A public company or a company limited by guarantee must have a company secretary and at least two directors, one of whom may be the company secretary. It must not have a body corporate as its director. If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office should be in Hong Kong. There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident.


Directors


Number of directors for a private company

Every private company must have at least one director who is a natural person (i.e. an individual).


Director and company secretary of a local limited company

A non-Hong Kong resident can be appointed as a director of a local limited company. However, the company secretary, who is a natural person, should ordinarily reside in Hong Kong. For company secretary which is a body corporate, its registered office or place of business should be in Hong Kong. A private local limited company must have at least one director who is a natural person and one company secretary. The sole director cannot act as the company secretary of the same company.


A sole director of the company prohibited from acting as the company secretary too

The sole director is prohibited from acting as the company secretary. Besides, no private company having only one director may have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.


Restriction on corporate directorship under the Companies Ordinance (Cap. 622)

There is restriction on corporate directorship in public companies, companies limited by guarantee and private companies which are members of a group of companies of which a listed company is a member. This restriction, however, does not apply to other private companies which are required to have at least one director who is a natural person to enhance transparency and accountability.


A body corporate acting or is appointed as a director of a private company

So long as the private company is not a member of a group of companies of which a listed company is a member, a body corporate can act or be appointed as its director. However, every private company must have at least one director who is a natural person.


Company Secretary


Reporting requirements for correspondence addresses of company secretaries


Company secretaries who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.


Share Capital / Shares


No-par regime

Nominal value (also known as "par value") of shares is the minimum price at which shares can generally be issued. All local companies having a share capital adopt a mandatory system of no-par and not the concept of par value for all shares.


If you would like to know more, please contact Bestar.




5 views0 comments

Recent Posts

See All