Company Secretary Services

A company secretary is a statutory position for Hong Kong limited companies. According to the Companies Ordinance (Cap. 622), all Hong Kong limited companies must appoint at least one company secretary.

The main responsibilities of a company secretary include:

• Ensuring the company complies with the Companies Ordinance and relevant regulations
• Arranging board meetings and general meetings
• Preparing and maintaining meeting minutes
• Submitting statutory documents to the Companies Registry (such as annual returns, notifications of changes in shareholders/directors, etc.)
• Maintaining statutory registers (such as register of directors, register of members, significant controllers register, etc.)
• Providing professional advice on corporate governance and compliance

The company secretary is an important bridge between the company and government departments, ensuring all statutory requirements are properly handled and avoiding penalties or legal issues due to negligence.

We offer competitive company secretary service fees, with costs depending on the company's size and service requirements.

Basic fee range:

• Standard company secretary service - approximately HK$1,100/year (suitable for general SMEs)
• Comprehensive company secretary service - approximately HK$5,000-8,000/year (suitable for more complex or active companies)

Services include: statutory document filing, meeting arrangements and minutes, statutory register maintenance, compliance consultation, government correspondence handling, etc.

In the first year of company incorporation, company secretary service fees are usually included in the incorporation package. We provide transparent pricing with no hidden fees. If you require additional services (such as special meeting arrangements, complex corporate restructuring, etc.), we will quote separately. Please contact us for a customized quotation.

Yes. A company can change its company secretary at any time, but must ensure there is a qualified company secretary in office at all times.

The replacement procedure is as follows:

1. Board resolution - Pass a board resolution to approve the appointment of a new company secretary and accept the resignation of the current secretary
2. Obtain consent - Obtain written consent from the new company secretary to take office
3. Process resignation - Current company secretary submits resignation notice (if applicable)
4. Submit forms - Submit forms ND2A (Notice of Appointment of Company Secretary) and ND4 (Notice of Cessation of Appointment of Company Secretary, if applicable) to the Companies Registry
5. Update records - Record the change in the company's statutory registers

Important note: The Companies Registry must be notified within 15 days after the change takes effect, otherwise penalties may be imposed. The entire process generally takes 5-7 working days.

If you need to change your company secretary, we can provide seamless handover services to ensure all statutory documents and records are properly transferred without affecting the company's normal operations.

Professional company secretaries will handle the following daily tasks for you:

Statutory document filing:

• Annual Return - Submitted annually
• Director/member/secretary change notifications - Submitted within 15 days when changes occur
• Registered office address change notification - Submitted within 15 days when changes occur
• Share capital change notification - Submitted within 1 month when changes occur

Meeting support:

• Arranging board meetings and general meetings
• Preparing meeting agendas and related documents
• Recording and maintaining meeting minutes
• Following up on the implementation of meeting resolutions

Register maintenance:

• Register of directors and secretaries
• Register of members
• Significant Controllers Register (SCR)
• Register of meeting minutes

Other services:

• Receiving and handling correspondence from government departments
• Providing corporate governance and compliance consultation
• Reminding important statutory deadlines
• Assisting with corporate structure changes

Our company secretary service ensures all statutory requirements of your company are handled promptly and properly, allowing you to focus on business development without worrying about compliance issues.

The company secretary does not necessarily need to attend all meetings in person, but is responsible for ensuring meetings are conducted according to statutory procedures and properly recorded.

Board meetings:

• Not mandatory to attend - The law does not require company secretaries to attend board meetings
• Recommended to attend - To accurately record meeting content and ensure procedural compliance, it is recommended that the company secretary attend or send a representative
• Post-meeting work - Even if not attending, the secretary needs to prepare formal meeting minutes based on meeting resolutions

General meetings (AGM/EGM):

• Usually attend - Company secretaries generally attend general meetings to assist the chairman with procedural matters
• Recording duties - Responsible for recording meeting proceedings and resolutions
• Procedural oversight - Ensuring meeting notices, voting procedures, etc., comply with statutory requirements

Practical arrangements: For companies using professional company secretary services, the secretarial company will send staff to attend important meetings as needed, or the secretary will prepare formal records after clients provide meeting materials.

We provide flexible meeting support services and can arrange attendance or remote support according to your needs.

According to the Companies Ordinance, a company must have a qualified company secretary at all times. If the company secretary resigns, the company should:

• Immediate appointment - Ideally, appoint a new secretary before the current secretary leaves to ensure no gap period
• Within a reasonable time - If a gap occurs, a new secretary must be appointed within a reasonable time (generally understood as no more than 14 days)
• Notify Companies Registry - Forms ND2A (appointment) and ND4 (resignation) must be submitted to the Companies Registry within 15 days after the change takes effect

Consequences of non-compliance: If a company does not have a company secretary for a period of time, the company and its directors may face:

• Prosecution - May be charged with violating the Companies Ordinance
• Fine - Maximum fine of HK$50,000
• Continuing penalty - If it is a continuing breach, a daily default fine of HK$700 may be imposed

Recommended practice: To avoid a gap period, it is recommended to have a new secretary lined up before the current secretary resigns.

If your secretary suddenly resigns, please contact us immediately. We can provide emergency appointment services and complete the appointment procedure within 1-2 working days to ensure your company continues to comply.

Yes, company secretaries typically assist in keeping the company's important statutory documents and records. But it is necessary to distinguish between different types of documents:

Documents kept by company secretary:

• Statutory registers - Register of directors, register of members, register of company secretaries, significant controllers register (SCR)
• Meeting documents - Board meeting minutes, general meeting minutes, resolution records
• Company constitution documents - Articles of Association, amendments to articles
• Registration document copies - Company incorporation certificate copy, business registration certificate copy
• Share register - Share issuance and transfer records

Documents not kept by company secretary:

• Financial records - Accounting books, invoices, receipts, etc. (kept by accounting department or accountant)
• Bank documents - Bank account information, checkbooks, etc.
• Business contracts - Contract documents with customers and suppliers
• Company seal - Usually kept and used by directors

Document storage arrangements: We provide secure document custody services. All statutory documents are properly stored in our office with a comprehensive backup system. When you need to access or use these documents, you can contact us at any time to arrange.

Yes. Company secretaries play an important role in handling corporate structure changes. We can assist you with the following change matters:

Equity changes:

• Share transfer - Prepare share transfer documents, update register of members, file with Stamp Office
• Share issuance - Prepare shareholder resolutions, update share capital records, notify Companies Registry
• Share buyback - Handle relevant statutory procedures and documents

Director and secretary changes:

• Appointment or removal of directors - Prepare board resolutions, update register of directors, submit forms ND2A/ND4
• Change of company secretary - Handle resignation and appointment procedures, submit forms ND2A/ND4
• Director information changes - Update addresses, identity information, etc.

Other structure changes:

• Change of company name - Prepare special resolutions, submit form NNC2
• Change of registered office address - Notify Companies Registry, update relevant records
• Amend articles of association - Prepare special resolutions, submit amendment documents

All changes must be reported to the Companies Registry within statutory deadlines. We will ensure all procedures are compliant and completed on time, avoiding any fines or legal issues.

A share transfer — whether admitting a new shareholder or one shareholder buying out another — requires an instrument of transfer, board approval, and an update to the Register of Members, which the company secretary maintains as part of the statutory registers. Hong Kong stamp duty also applies to share transfers, and we advise on the applicable rate at the time of transfer. The company secretary service includes preparing the relevant documents and updating the register; the shareholders remain responsible for agreeing the price and terms of the transfer between themselves.

According to the Hong Kong Companies Ordinance, a company secretary must meet the following qualification requirements:

If an individual:

• Must be at least 18 years old
• Must ordinarily reside in Hong Kong (i.e., Hong Kong resident)
• Cannot be the sole director of the company (if the company has only one director, that director cannot also serve as company secretary)

If a body corporate:

• Must be a limited company incorporated in Hong Kong
• The body corporate cannot be a company with only one director, where that director is also the sole director of the company requiring a secretary

Although the law does not require company secretaries to have professional qualifications, in practice, professional company secretarial service providers typically have accounting, legal, or company secretarial qualifications and in-depth knowledge of Hong Kong company law.

Our company secretary team consists of experienced professionals, ensuring we provide you with high-quality and reliable services.

Not appointing a company secretary or appointing an unqualified company secretary is a serious violation that will result in the following consequences:

• Criminal liability - The company and each of its responsible persons (usually directors) may be prosecuted, and upon conviction, may be fined HK$50,000 and imprisoned for 6 months
• Continuing breach penalty - If it is a continuing breach, a daily default fine of HK$700 may be imposed
• Companies Registry record - Violation records will be displayed in the public records of the Companies Registry, affecting the company's reputation
• Banking and business impact - Banks or business partners may refuse to cooperate due to violation records during due diligence
• Statutory document delays - Without a company secretary, the company cannot submit statutory documents on time, which may lead to more fines

In addition, if the company secretary suddenly resigns and the company fails to appoint a new secretary within a reasonable time, it will also be considered a violation.

Therefore, choosing a reliable professional company secretary service is very important. We provide stable and reliable company secretary services to ensure your company continues to meet statutory requirements.

Company secretaries and accountants are two different professional roles with different responsibilities:

Company secretary:

• Statutory position - Must be appointed by all Hong Kong limited companies
• Main responsibilities - Corporate governance, compliance matters, statutory document filing
• Focus areas - Companies Ordinance compliance, Companies Registry matters, meeting arrangements
• No financial involvement - Not responsible for company bookkeeping and financial statement preparation

Accountant:

• Non-statutory position - Companies can choose to handle accounts themselves or hire an accountant
• Main responsibilities - Bookkeeping, financial statement preparation, tax planning
• Focus areas - Financial records, tax filing, audit coordination
• Financial expertise - Handling the company's daily financial and tax matters

Simply put: Company secretaries are responsible for "legal compliance", while accountants are responsible for "financial and tax matters". Both are important roles in company operations, but their scope of responsibilities is different.

We provide both company secretary services and accounting services, offering you a one-stop enterprise service solution.

It depends on your situation. If you are a Hong Kong resident and not the sole director of the company, you can theoretically serve as your own company secretary. But you need to consider the following factors:

Situations where you can serve as your own secretary:

• You are a Hong Kong permanent resident or hold a Hong Kong identity card
• The company has at least two directors (you can be one of the directors serving concurrently as secretary)
• You are familiar with the requirements and procedures of the Companies Ordinance
• You have time to handle all statutory documents and compliance matters

Reasons not recommended to serve as your own secretary:

• High professional knowledge requirements - Need in-depth understanding of company law, mistakes may lead to fines
• Time cost - Handling statutory documents and records requires significant time investment
• Heavy responsibility - Company secretaries must bear legal responsibility to ensure company compliance
• Risk of missing deadlines - If you forget to submit statutory documents, you will face fines

For most businesses, especially non-Hong Kong residents or one-person companies, appointing professional company secretary services is a wiser and safer choice. Our service fees are very worthwhile compared to potential fines and legal risks.

The Significant Controllers Register (SCR) is a statutory register that all companies incorporated in Hong Kong must maintain, recording information about persons or entities with significant control over the company.

Definition of significant controller: Holding more than 25% of the company's shares, having more than 25% of voting rights, having the right to appoint or remove a majority of board members, having significant influence or control over the company.

Company secretary's duties:

• Identify significant controllers - Assist the company in taking reasonable steps to identify its significant controllers
• Maintain SCR - Establish and maintain the significant controllers register
• Update records - Promptly update the register when significant controller information changes
• Provide access - Provide SCR for inspection by law enforcement officers in specific circumstances
• Confidential handling - Ensure sensitive information is properly protected

Consequences of non-compliance: If a company fails to maintain an SCR or provides false information, the company and its responsible persons may be prosecuted, with maximum penalties of HK$300,000 and 12 months imprisonment.

Our company secretary service includes the establishment and maintenance of SCR, ensuring your company fully complies with this important statutory requirement.

Company secretary services mainly focus on company legal compliance matters and generally do not include tax and audit services, but there is some connection between the two.

Company secretary service scope:

• Companies Ordinance compliance - Statutory document filing, register maintenance
• Corporate governance - Meeting arrangements, resolution records
• Companies Registry matters - Handling all correspondence with the Companies Registry
• Basic tax coordination - Assisting with receiving Inland Revenue Department correspondence, reminding tax filing deadlines

Services not included:

• Bookkeeping - Daily financial records and account handling
• Audit - Annual audit report preparation (must be conducted by practicing accountants)
• Tax return preparation - Preparation and submission of profits tax returns
• Tax planning - Tax optimization advice

One-stop service solution: Although company secretary services themselves do not include tax and audit, we provide comprehensive enterprise service packages that can simultaneously provide you with: company secretary services, bookkeeping services, audit services, tax filing services.

This way you only need to deal with one service provider to handle all the company's statutory and financial needs, making it more convenient and efficient. Please inquire about our one-stop enterprise service solution.

Yes, even if the company has no business activities for a long time (dormant company), it must still appoint a company secretary and fulfill all statutory requirements.

Statutory requirements remain unchanged:

• Companies Ordinance stipulation - All Hong Kong limited companies must have a company secretary, there is no exemption for "dormant companies"
• Annual return - Must still be submitted annually
• Business registration certificate - Must still be renewed annually
• Audit and tax filing - Even without business, audit and tax filing are still required
• Register maintenance - All statutory registers must be continuously updated and maintained

Company secretary's role: For dormant companies, the company secretary's work is relatively simple, mainly: ensuring annual returns are submitted on time, handling government department correspondence, maintaining basic statutory records, reminding important compliance deadlines.

Cost considerations: Company secretary service fees for dormant companies are usually lower because the workload is less. But if no secretary is appointed at all, the fines and legal risks faced are much higher than service fees.

Recommendation: If the company temporarily has no business but plans to restart in the future, maintaining the most basic compliance services is a wise choice. We provide preferential secretary service plans for dormant companies.

Although our company secretary services will handle most statutory compliance matters, as a company director, you still need to fulfill the following responsibilities:

Provide information and documents:

• Timely notification of changes - When there are any changes to directors, shareholders, addresses, etc., you need to notify us promptly
• Provide meeting materials - If board meetings or general meetings need to be convened, you need to provide meeting topics and related materials
• Sign documents - Certain statutory documents require director signatures for confirmation
• Cooperate with inquiries - When government departments make inquiries, you need to cooperate in providing information

Director's basic responsibilities:

• Business decisions - The company's daily operations and business decisions are the responsibility of directors
• Financial management - Ensure the company has appropriate accounting records and financial management
• Compliance awareness - Understand and comply with relevant laws and regulations
• Act with integrity - Act in the company's best interests and avoid conflicts of interest

Our role: As your company secretary, we will proactively remind you of all important statutory deadlines, assist you in preparing required documents, handle correspondence with government departments, and ensure the company continues to comply.

You only need to focus on business development, and leave compliance matters to us. We will communicate with you regularly to ensure both parties are in sync.