Providing a Hong Kong Company Secretary

Every company in Hong Kong must have a Company Secretary to ensure compliance with laws and regulations. The company secretary’s tasks include filing annual returns and communicating with government authorities. Hong Kong law mandates that all companies appoint a company secretary. Many companies outsource this role to specialized agencies, as they guarantee compliance and expert handling.

What is a Company Secretary in Hong Kong?

A Company Secretary in Hong Kong is a crucial legal role that oversees a company’s compliance with the Companies Ordinance. The company secretary must be appointed in accordance with Section 474 of the Hong Kong Companies Ordinance (Cap. 622).

Every registered business in Hong Kong must appoint a company secretary at the time of incorporation. This role is vital for upholding good corporate governance and adhering to all necessary regulations.

“Secretary” in this regard refers to a corporate secretary, not a clerical or personal secretarial assistant. It is a professional agency responsible for the company’s compliance and statutory requirements.

A sole director/shareholder cannot act as company secretary; a company secretary must be appointed. The secretary can represent the company in government filings and ensure the company complies with all necessary regulations.

Startupr can help you with the entire process, including post-incorporation tasks and paperwork. If you have any questions, do not hesitate to contact us.

Why Do You Need a Company Secretary in Hong Kong?

Hong Kong law requires that every company must appoint a company secretary who either resides in Hong Kong or is a company registered in Hong Kong.

Duties of a Company Secretary are generally as follows:

• Setting up new Hong Kong companies.
• Appointing a Hong Kong resident company secretary as required by law.
• Providing a registered office address for official mail.
• Preparing and filing annual company returns.
• Handling share issuance and transfers.
• Managing director appointments and resignations.
• Overseeing company deregistration.
• Ensuring adherence to all statutory requirements.
• Assisting with the procedures that are related to the board meeting
• Take down the minutes of the board meeting
• Sign the documentation that specifies the resolutions made in the board meeting

Are you unfamiliar with Hong Kong’s laws and compliance processes? The best option is to outsource the role of company secretary. This can avoid any potential fines or penalties associated with non-compliance. Startupr will take care of all the responsibilities of a company secretary. We are acting as your local company secretary and registered agent.

Requirements to appoint a company secretary in Hong Kong

When you incorporate a company in Hong Kong, the sole director or shareholder cannot be the company secretary. In that case, one must appoint a company secretary as the statutory document custodian. And act as the bridge with the Hong Kong administration. Other than the sole director, anyone can act as a company secretary.

If the company chooses a person as the secretary: 

• The hired person must be a permanent resident and citizen of Hong Kong.
• If a corporate body is hired as the company’s secretary, the office should be present and operate in Hong Kong.
• The hired company should have more than one director; if not, such an organization can not be hired as the company secretary.

The process to appoint a Hong Kong company secretary

Following the procedure for the appointment of a company secretary in Hong Kong:

• Compliance has to be met by the company when appointing a company secretary in Hong Kong.
• The appointment has to be made under section 474 of the Companies Ordinance of Hong Kong.
• A resolution has to be passed in the Board Meeting regarding the appointment of the company secretary.
• Once this resolution is passed in the board meeting, it must be approved in the general meeting.
• If a company doesn’t appoint a company secretary, the government will do it for them.
• Per section 476(1) of the Companies Ordinance of Hong Kong, the registrar can appoint a company secretary.
• When the government appoints a company secretary, it must follow the guidelines listed in Section 474 of the Companies Ordinance.

Why Choose Startupr to be a Company Secretary in Hong Kong?

Startupr offers comprehensive corporate secretarial services designed to simplify your business operations. Our team of experts is committed to:

• We guide you through the intricacies of Hong Kong’s corporate laws and regulations, ensuring your business strategy aligns with statutory requirements.
• Startupr has an innovative SameDay system. This system speeds up the process of setting up your company by automatically filling out the necessary forms, ensuring efficient and timely submission to the government portal.
• We have efficient systems and clear communication processes. This allows us to offer competitive pricing without compromising on quality.
• By handling the bureaucratic aspects of your business, we free you to focus on growth and innovation.

With Startupr, you can rest assured that your company is compliant and your business is thriving. Quick and clean filings leave you more time for your business, free of anxiety or stress. We handle the bureaucracy, so you can handle your firm.

Our system is simply the most efficient

• We charge only $285 USD annually (Startupr as company secretary + registered address). The annual return includes a list of officers and directors. It must be filed within 42 days of the anniversary of the initial registration date.
• Notification about due dates for each entity (e.g., Annual return)
• Avoid paying late fees with our system to track due dates for all your companies. Startupr’s exclusive SameDay system can incorporate your company in hours and 100% online.
• Our partner, Grand Concept, provides Inland Revenue Department (IRD) tax filing. For newly incorporated companies, the filing is due 18 months after the incorporation date. Thereafter, the tax authority notifies companies every April 1, and they must then file within 30 days.
• Initial annual audit (provided by our partner, Grand Concept) must be filed within 18 months of the incorporation date.
• An Annual General Meeting (AGM) must be held within 18 months of incorporation, when and where the directors announce.
• The Business Registration Certificate must be renewed one to three years post. Incorporation, depending on the Certificate issued. Renewal must be one month before expiration. We will remind you of this requirement by email 1-2 months before the due date.

Contact Startupr

Change of Company Secretary with Startupr Transparent Pricing

You may easily transfer your current Hong Kong company secretary to that of Startupr. We can check if your company is in good standing and what documents are needed to get your company up to date.

Follow the simple order process as below:

• Request our status as your Company Secretary online
• Provide us with your company details. We will review your company and check to see if all the company filings are up to date.
• Startupr prepares documents for changing your registered company secretary. As a company director, you must approve and sign the relevant forms. Sign and send us the digital or hard copy of the form for processing.
• We will proceed with the change your company secretary,  after government make it official.

Our Fees for Change of Company Secretary

At Startupr, the fees for the change of company secretary is highly reasonable and affordable. The breakdown of the fee has been shared below:

• Registered Address – Free of Charge
• Startupr as an Agent/Company Secretary – $ 285 USD/1 Year
• Filing of Annual Return and e-Certificate (NAR1) – $105 USD (Gov. Fees of $25 USD included)
• Annual General Meeting (AGM) – $ 60 USD
• Business Certificate filling $ 95 USD
• Designated Representative (for Significant Controllers Registers – SCR only) – $ 45 USD/1 Year
• Total: 590 USD (excluding outstanding fees, filings and penalties)

Please Note: There may be additional costs if there is any outstanding filings for the company (i.e., overdue renewal, taxes, etc.), as we would need to update your company for bringing it to a good standing. Service prices depend on specific cases. We will need the latest Business Registration Certificate (BRC) to review all outstanding amounts from IRD and CR and provide a final quote.

Contact Startupr

Renewal for Existing

ClientsWe will email you 6 weeks before your anniversary date to renew your company. It is important that you are on time with your renewal and filing. The company may incur multiple late penalties regarding the certificate of business registration, annual report, and other filings.

Startup after renewal automatically:

• Renew your business registration certificate
• File the annual return
• Prepare the annual general meeting

These steps will update the government records of the company particulars, and we will forward you a copy for your records. We will also renew the company’s registered address.

You can also renew your registered address and mail forwarding services now.

FAQs

Didn’t find what you were looking for? Take a look at this section to find answers to frequently asked questions about company secretary in Hong Kong.

Is a company secretary mandatory in Hong Kong?

Yes, a company secretary is mandatory for all businesses in Hong Kong. Failure to appoint one can result in penalties.

Which companies in Hong Kong must have a company secretary?

In Hong Kong, all companies, regardless of their size or share capital, must appoint a company secretary.

Can I have two company secretaries?

Yes, a company in Hong Kong can appoint two company secretaries. However, they must be Hong Kong residents or licensed Trust and Corporate Service Providers.

What is the renewal for the Hong Kong Company?

To keep your company active, file an annual return and renew the business registration certificate. The annual return updates the government with information about your company. The business registration certificate is valid for one year and needs to be renewed within a specified time frame.

What is the difference between a registered office address and a business office address in Hong Kong?

When you start a company with Startupr, you get a registered address. This address is used for official government correspondence and legal documents. It’s different from your brick-and-mortar business. Accordingly where you operate every day.

How does a company apply for dormancy in Hong Kong?

You need to file a special resolution with the Companies Registry. This resolution confirms the company’s intention to become dormant. The company’s directors must sign this resolution and submit it within 15 days.

What is the procedure for renewing the business registration certificate (BRN) in Hong Kong?

Startupr files the Annual Return and renews the Business Registration Certificate, provided the renewal fee has been paid.

If you have more questions, do not hesitate to contact us. Or check additional frequently asked question.

Contact Startupr