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Picking a company secretary for your business

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The Company Ordinance requires limited companies to have a company secretary in Hong Kong. They are an important part of your venture in Hong Kong. A foreign owner cannot hold the position of a company secretary here. It won’t be wrong to say that the company secretary is just like a local Hong Kong business partner!

Who can act as a company secretary?

Not just any one in Hong Kong can take up the position.  Let’s see who can perform the duties:

  • A natural person ordinarily reside in Hong Kong
  • A corporation having its registered office or a place of business in Hong Kong
  • If the company secretary is provided by a corporation at a fee, the corporation must have a Trust or Company Service Provider Licence in order to provide such services

There is no qualification requirement for holding the office of company secretary for non-listed Hong Kong companies.  In the case of listed companies, the Hong Kong Stock Exchange requires the secretary to be qualified as an accountant, lawyer, chartered secretary, or have some other equivalent qualifications or experience indicating that the person is capable of discharging the functions of a company secretary.

What is the role of a company secretary?

A company secretary is an officer as well as one of the responsible persons of the company, in addition to the directors. When a company fails to comply with the requirements of the Companies Ordinance, the company and every responsible person authorizes or permits, or participates in the contravention commit an offence and is liable to a fine pursuant to the relevant provisions of the Ordinance.

 

  Hence, it is vital for a company to have a good gatekeeper to make sure it is fully compliant with all statutory requirements.

Responsibilities

The position of the company secretary has changed a great deal in the last 20 years.  Once regarded as a ‘mere servant’, a company secretary has become the ‘chief administration officer’ of the company, with extensive duties and liabilities.  

 

The duties of the company secretary depend on the size and nature of business of the company.  The basic duties of a company secretary are:

  • Arranging meetings
  • Preparing minutes of meeting
  • Maintaining statutory books
  • Filing statutory returns
  • Ensuring compliance with the statutory requirements
  • Registering share transfers and other administrative matters

Any delay or omission in reporting the changes can result in severe penalties.  A company secretary is required to observe various requirements and make sure the company is compliant in all respects. 

 

In addition to the above basic duties, a GOOD company secretary should be able to perform the following:

  • Advise the company on any proposed/upcoming statutory change or requirement that may impact the company
  • Prepare in advance the course of actions the company should take
  • Update the company in a timely manner of any change
  • Provide professional advice to the company on the important issues relating to corporate governance

Why change your company secretary in Hong Kong

If you are not happy with the services of your existing company secretary or you wish to engage a better one for carrying out the duties, you should waste no time in changing him. Reasons may include:

  • Hidden charges
  • Incorrect or late billings
  • Unprofessional service
  • Late in notifying statutory changes, resulting in last minute rush for signing or filing
  • Submission of incorrect details or documents
  • Delay in filing returns
  • Late renewal of Business Registration Certificate

How to change a company secretary

Please refer to our article on How to change your company secretary to Sleek.

 

You certainly do not want to risk your business by hiring an incompetent company secretary. A good company secretary is committed to their work to help the company makes decisions and remains a good legal status, which would let you concentrate on growing the business of your company.

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