All you need to know about a Company Secretary

For all limited companies in Hong Kong, to comply with the Hong Kong Companies Ordinance, it is required that you have a physical location in Hong Kong, one director and one secretary. Thus, in this article, we will outline the importance and main duties of a company secretary.

1. Requirements for Company Secretary Appointment

Firstly, for all Hong Kong incorporated companies, the company secretary can be a person or a company. In addition, if the company chose a person as a secretary, they must be a resident in Hong Kong. Next, if a company is appointed as the company secretary, it needs to have a business address in Hong Kong. Furthermore, an incorporation form must be set out to the first company secretary from the date of incorporation of a company.

2. What is a Company Secretary?

Firstly, a company secretary is different from your clerk. A company secretary holds a high rank in your firm. The secretary needs to work and interact with the directors and shareholders of the company. Moreover, they are also responsible for communicating with the government and regulatory bodies (e.g. the Registrar of Companies, IRD, SFC, and the Stock Exchange of Hong Kong). In other words, they make sure that the firm stick to the rules.

3. The importance of a Company Secretary

Firstly, the Companies Ordinance states under s.474 that all Hong Kong companies shall appoint a company secretary. In addition, for public listed companies, they need to appoint a company secretary, even if it is not a Hong Kong company.

Secondly, the company secretary should guide and advisee the company to make sure that the company stays compliant with the regulations. Above all, they also need to ensure that all the important files s are handed in on time. Otherwise, penalties might occur.

Finally, the Main Responsibilities of a Company Secretary includes:

• Incorporate Hong Kong Company
• Receive all government mail with a registered office address
• Prepare and file Annual Return
• Manage shareholders and directors registrations
• Conduct records of directors’ appointments and resignations
• Prepare agendas and minutes of board meetings and annual general meetings
• Conduct shares issuance and transfer
• Verify company deregistration
• Maintain the statutory book
• Assist in Hong Kong bank account opening

4. What Makes a Good Company Secretary?

Most importantly, the company secretary should understand the context and company processes and policies in order to ensure that the company is compliant with Hong Kong regulations. After all, the directors of the company will depend on the company secretary to highlight compliance issues within the company and to provide solutions.

Although it is not compulsory for incorporated companies in Hong Kong (except listed companies) to appoint a licensed company secretary, it is suggested to appoint a company secretary that is a member of the Hong Kong Institute of Chartered Secretaries. In other words, this can ensure the quality of their work, which helps to free you up from handling complex documents and avoid making mistakes. Thus, you can focus on other aspects of your business.

Most importantly, delay in submitting and filing documents to the government will lead to penalties. Therefore, the company secretary needs to keep an eye on all the deadlines and filing requirements. As the company secretary is responsible for handling all the mails from the government, they should make sure that communications are set in place on time, in order to avoid delays in file submissions.

5. Why should you use FastLane’s secretarial service?

FastLane has been working with hundreds of companies as their company secretary. With over 6 years of experience in the field of company formation, accounting and auditing, FastLane understands the needs of startups and small businesses in Hong Kong.

Above all, as your company secretary, we make sure that the company strategy complies with the statutory requirements as well as to share the latest corporate laws and rules with you.

In addition to being your company secretary, FastLane also provides services such as accounting, statutory audit, corporate tax compliance, company formation and more. Efficient communication is performed when company secretaries are grouped together.

At FastLane, the accounting team works closely with the company secretary. Therefore, the audit team can obtain documents to review easily. In other words, with FastLane as your company secretary, you don’t need to take extra effort in coordinating your company secretary with accountants and auditors. Most importantly, our teams make sure to meet all your important deadlines, thus prevent incurring penalties for late submissions.

6. Looking for your company secretary?

All in all, FastLane is your one-stop solution for company set up in Hong Kong. We guide our clients in company set up, company secretary, audit, profit tax return filing and a registered address for your company formation.

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