Understanding a company secretary’s roles & responsibilities in Hong Kong.

Company secretaries play an essential role in every company in Hong Kong. In short, they are responsible for communicating with government authorities and ensuring that the company is compliant with the regulations.

In this guide, you will find out in detail what the company secretary’s roles and responsibilities in a Hong Kong company entail.

Why do Hong Kong companies need a company secretary?

Under section 474, Cap. 622 Companies Ordinance, it is a requirement for Hong Kong companies to appoint a company secretary.

The company incorporation process will not be successful until a company secretary is appointed. Similarly, the deregistration will not be complete without the involvement of the business’s company secretary.

Who can be a company secretary in Hong Kong?

In Hong Kong, a company secretary must be:

• Either an individual or corporate body
• If the company secretary is an individual, they must be a Hong Kong citizen or a permanent resident.
• If the company is a corporate body, the registered address or principal office must be Hong Kong. It must also hold a Trust and Company Service Provider (TCSP) license issued by the Companies Registry.

The sole director of a private company cannot be the company secretary. A director can only be the company secretary if there is more than one director in the company.

Importance of a company secretary

The company secretary plays an essential role in a Hong Kong company as they serve as a bridge between the company and government agencies. They are responsible for all communications, including legal matters, clarification and other issues with the government bodies.

Some agencies are:

• Inland Revenue Department
• Companies Registry
• Securities and Futures Commission of Hong Kong
• Stock Exchange of Hong Kong

Another reason why company secretaries are important is that they ensure that the company complies with the laws and regulations concerning a Hong Kong company.

Roles and responsibilities of a company secretary

Complying with the tax obligations

Hong Kong companies have specific tax obligations that the company must complete each year. Company secretaries are responsible for ensuring that the company complies with those obligations.

Some of the tax responsibilities include:

• Ensure that the company details are recorded with relevant government agencies while registering with the IRD
• File tax returns accurately and on time at the end of every financial year
• Register the company with the Inland Revenue Department (IRD) after incorporation.
• Seek additional clarification from related authorities when dealing with complex tax-related matters

Updating and maintaining the company’s statutory books

The company secretary must keep all the statutory documents that give government agencies access to records when needed.

Company secretaries must also update records if any changes are made to the details. The secretary is also responsible for producing, publishing and distributing accounts and reports to keep the shareholder informed about the company.

Arranging and attending company meetings

One of the fundamental roles of the secretary is arranging and attending all company meetings. The secretary must also record the meeting minutes and ensure that all the decisions comply with the company laws and regulations.

Notifying the company’s statutory changes

Company secretaries are responsible for notifying the Registry of any changes made to the company.

These changes include:

• Add or remove directors or shareholders
• Adjust the company’s share capital
• Change of company name
• Change of company’s registered address

Other responsibilities

Other responsibilities of the company secretary include:

• Apply for the business registration certificate
• Assist in the registration and deregistration of the company
• Distribution and transfer of shares
• Make and receive communication from the government
• Prepare and file annual returns

Company secretary qualifications

The company secretary has many important responsibilities; therefore, you should choose someone who best fits the role.

Attributes and qualifications you should look for when selecting a company secretary include:

• Experienced with government regulations and company laws: Most of the secretary’s responsibilities are based on company laws and government regulations; thus, they must be familiar and up to date with the laws and regulations.
• Good planner: A company secretary should have good planning skills as they will be organising meetings and meeting strict deadlines.
• Good communication skills: The company secretary must communicate with the directors, shareholders, investors and other company officials. They must also liaise and deal with many government authorities. A good communicator should have the following skills:

• Diplomacy
• Emotional intelligence
• Language skills
• Negotiation skills
• Teamwork skills

• Responsible and trustworthy: A company secretary is a crucial role of the company, so it is important that the company secretary is accountable and committed to performing their duties. Since the secretary has access to all information in the company, the secretary should be trustworthy and keep all information confidential and secure.
• Suggested to have relevant experience as the following:

• A certified public accountant (CPA)
• A member of the Hong Kong Institute of Chartered Secretaries
• A solicitor or barrister

Conclusion

The company secretary’s role is vital in operating a company in Hong Kong, and it is required by law that companies appoint a company secretary. A company secretary can be either an individual or a corporation, however, there are certain requirements that must be met for a person or corporation to be eligible.

Their primary duty is keeping the company compliant and carrying out roles such as complying with tax obligations, maintaining statutory books, arranging and attending company meetings, preparing annual returns and notifying any statutory changes.

As the roles and responsibilities of a company secretary as mostly based on laws and regulations, you should ensure that the company secretary appointed is professional, responsible, experienced and is a good communicator. If you are looking for a company secretary who has these attributes, do not hesitate to contact Acclime as we have professional company secretary services.