Company Secretaries and Corporate Secretarial Firms in Hong Kong

A corporate secretary is a person who holds a senior position in a certain company. Company secretaries exist in the private sector and public sector companies alike.

The company secretary is answerable for the efficient administration of an organization. Among the company secretary’s most important tasks are those mainly related to ensuring compliance with statutory and regulatory demands. A company secretary also ensures that the decisions of the board of directors are implemented. Despite the name of the position, a company secretary’s role is neither clerical nor secretarial.

The company secretary ensures that an organization complies with relevant legislation and regulations. The company secretary also ensures that the board members remain informed of their legal responsibilities. Company secretaries serve as the representative of the company as stated in legal documents. A company secretary is responsible for ensuring that the company and its directors operate within the law.

The company secretary is also responsible for registering and communicating with shareholders, ensuring that dividends are paid, maintaining company records such as lists of directors and shareholders, and managing annual accounts.

In many countries including Hong Kong, all private companies are legally obligated to appoint a person to serve as the company secretary. The person who is selected for this crucial position is also usually a senior member of the company’s board of directors.

Roles and Responsibilities of a Company Secretary

Company secretaries manage governance, compliance, meetings, reporting, contracts, insurance, employee benefits, and regulatory communications across all sectors. Company secretaries provide key advice on business conduct, including legal, accounting, strategic, and corporate planning guidance.

Importance of Company Secretaries in Hong Kong

According to the Companies Ordinance in Hong Kong, anyone who decides to establish a business organization must fulfil the primary requirement – selecting a company secretary. It does not matter whether the firm in question is public or privately owned – every firm requires one.

There are several important reasons why there is a need for a company secretary in Hong Kong companies. These reasons will be discussed in the following paragraphs.

Company Representative

When members of the Hong Kong administration want to reach the company, the secretary will serve as a connector between the government and the company.

Whether it is for legal matters, clarification, or other complex issues, the secretary bears most of the responsibilities. All the statutory books of the company are kept by the company secretary, the company secretary is also in charge of maintaining and updating the company’s statutory books, which include the names and personal details of directors and shareholders.

The company secretary is also responsible for overseeing the production and distribution of the company accounts and reports to shareholders and members of the company. Even if the company decides to terminate operations, it is the company secretary who oversees the entire process of liquidation.

Compliance with Hong Kong Laws

A company cannot be listed on the Hong Kong Stock Exchange without a qualified company secretary.

The Hong Kong administration made this requirement into law to help companies operate smoothly and legally, thus helping the companies of Hong Kong avoid conflicts.

Company secretaries are also responsible for ensuring the company’s compliance with other legal regulations of Hong Kong. It is, therefore, essential to pick a person who is knowledgeable about Hong Kong company law and its application in Hong Kong and China.

Company’s Tax Obligations

The benefits of having a competent company secretary are not limited to only complying with the laws of Hong Kong.

Company secretaries also have other essential responsibilities that extend to decision-making, governance of the company, and the company’s administrative process.

One of the pertinent matters that the Hong Kong administration emphasizes is that of tax compliance.

It is the responsibility of the person selected as the company secretary to ensure that the company is always compliant with Hong Kong’s tax laws. The company secretary registers the company with the IRD for compliance and government department analysis in Hong Kong.

The company secretary ensures government compliance, facilitates timely tax returns, and supports smooth operations at year-end.

Therefore, it can clearly be said that having a qualified company secretary has only positive outcomes for a business owner in Hong Kong. Those who do not have one might not be able to operate the company smoothly in Hong Kong.

Thus, those who would like the seamless management of a Hong Kong business ought to hire a competent and qualified company secretary. Some may even choose to utilize the services of an agency that will select a person to serve as the company secretary. Such agencies will ensure that the company will always be compliant with Hong Kong’s existing laws.

How Corporate Secretarial Firms Work with Hong Kong Companies

Corporate secretarial firms serve companies across Hong Kong in many aspects. These aspects include company establishment, annual filings, cooperation with the Hong Kong Registry, and processes like deregistration and winding up.

Corporate secretarial firms offer services like preparing Articles of Association, filing returns, and managing AGM documents for Hong Kong companies.

Managing and updating the statutory books and records of the company, preparing documents which are related to shares transfers and filings and to be sent to the Stamp Office for stamping, and preparing documents to be sent to the Companies Registry if they have any relevance to any of the following matters: change of director, change of company secretary, change of registered office address, change of name, share allotment, or consolidation or subdivision of share capital.

Tasks to Be Performed by a Corporate Secretarial Firm

It can sometimes be difficult to discover a corporate secretarial firm which fulfils all of a company’s needs in the best ways possible. However, the best way to judge the quality of a corporate secretarial firm is by taking into consideration the range of tasks it can complete on behalf of the company. A high-quality corporate secretarial firm should be able to complete the following tasks:

• Consultancy on company incorporation in the country and types of business entities which exist there
• Preparation of Articles of Association and any other legal documents needed for registration of the company
• Preparation and filing of registration applications to the relevant authorities of the country
• Registration with the financial and tax authorities of the country
• Registration for any business license which might be needed by the company
• Registration of the company’s corporate bank account
• Information on any legal compliance changes related to the company
• Representation of the company in front of the local authorities