What a Hong Kong company secretary actually does

Founders often treat the company secretary as a box to be ticked during incorporation and then forgotten. It is a statutory office with continuing duties, and the person holding it is usually the reason your filings happen on time or do not.

The requirement

Every Hong Kong company must appoint a company secretary. This is not optional and does not depend on size, turnover, or whether the company trades.

Who may hold the office is restricted:

• An individual must ordinarily reside in Hong Kong.
• A body corporate must have its registered office or a place of business in Hong Kong.

There is a further point that catches out a great many single-owner companies: where a company has only one director, that sole director cannot also be the company secretary. A second individual or a corporate provider must fill the role. If you intend to run a company alone, plan for this before incorporation rather than discovering it during the filing.

The licensing dimension

Providing company secretarial services to the public as a business in Hong Kong is a regulated activity. Firms carrying on trust or company service provider business require a licence, granted and supervised by the Companies Registry under the anti-money laundering legislation, and are subject to customer due diligence and record-keeping obligations.

This is worth checking when you appoint a provider. A licensed provider is subject to supervision, must conduct due diligence on you, and can be held to a standard. An unlicensed one offering the service commercially should raise an immediate question. Expect a properly run provider to ask for identification documents before accepting the engagement — that is the regime working, not obstruction.

What the role involves

Statutory registers

Maintaining the company's registers of directors, members, secretaries and charges, and the significant controllers register. These must be accurate, kept at a prescribed location, and updated when circumstances change rather than reconstructed annually.

Filings

Preparing and delivering the annual return, and the filings triggered by events during the year: changes of director or secretary, change of registered office, allotments of shares, alterations to the articles, and changes of company name. These carry short deadlines, and the secretary is generally the person who notices them.

Meetings and resolutions

Convening meetings, issuing notices, recording minutes, and preparing written resolutions. Private companies may dispense with holding an annual general meeting in certain circumstances, but the alternative route still requires the paperwork to be done properly.

Registered office

A company must maintain a registered office in Hong Kong to which official correspondence is sent. In practice the secretarial provider frequently supplies this, which means government correspondence arrives with them. Establish explicitly how and how quickly it will be passed to you. Notices missed because they sat unopened at a provider's address are a recurring and entirely avoidable problem.

What the role is not

A company secretary is not a director and does not manage the business. Nor does the appointment transfer responsibility away from the directors — the obligations remain the directors', and it is directors who face the consequences of non-compliance. Engaging a secretary is delegation of the work, not of the duty.

The role is also not a substitute for an accountant or an auditor. A secretarial provider maintains the corporate record; it does not by default prepare your accounts, arrange your audit, or file your profits tax return unless separately engaged to do so.

Choosing and using one well

Two questions settle most of it. First, ask what is included: registered office, maintenance of registers, the annual return, event-driven filings, and whether accounts, audit coordination and tax filing are within scope or separate. Second, ask who will actually answer when you email — a named person, or a shared inbox.

Then keep them informed. A secretary who learns in November that a director resigned in June cannot retrospectively meet a deadline that passed in July. The role works when it is treated as a standing relationship rather than an annual transaction, and most of the problems we are asked to remediate come from companies that treated it as the latter.