Company Secretary Services in Hong Kong
Every limited company in Hong Kong is required to have a company secretary in Hong Kong and engage company secretarial services in Hong Kong. The Hong Kong Companies Ordinance (Chapter 622) (CO) mandates that all companies incorporated within Hong Kong must have a company secretary services. In addition to this, according to Listing Rules (LR) 3.28, and section F of the Corporate Governance Code (CG Code) for publicly listed companies, they must appoint a company secretary.
What is a Company Secretary in Hong Kong?
A company secretary in Hong Kong is a statutory officer required under the Companies Ordinance (Cap. 622) for every incorporated company. The position is a legal requirement designed to ensure that a company complies with ongoing regulatory and filing obligations.
Hong Kong law requires the company secretary to be either an individual who ordinarily resides in Hong Kong or a Hong Kong–registered corporate entity. A sole director cannot act as the company secretary of the same company.
For businesses operating in Hong Kong, the company secretary serves as the point of continuity between the company and the regulatory framework. The function exists to ensure that governance standards are observed and that statutory obligations are met in full and on time.
Why Your Hong Kong Company Needs a Company Secretary?
The Hong Kong Companies Ordinance does not leave much room for interpretation. Every company incorporated in Hong Kong must appoint a company secretary, and the role comes with obligations that regulators expect to be met.
The penalties for non-compliance are not symbolic. Fines can climb to HKD 100,000, and companies that allow filings to lapse or records to fall out of order have little recourse once enforcement begins.
For any business operating under Hong Kong law, the company secretary is the position that keeps the company legally sound and the one most directly exposed when it is not.
The key reasons why a company in Hong Kong needs a Company Secretary are stated below:
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Legal and Statutory Requirement
Appointment of a company secretary is mandatory for every Hong Kong company. The individual must ordinarily reside in Hong Kong, or the role must be fulfilled by a Hong Kong–registered professional firm.
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Ensures Regulatory Compliance
The company secretary monitors compliance with the Companies Ordinance and related regulations, including Anti-Money Laundering and Counter-Financing of Terrorism requirements. The function is to ensure that the company’s operations remain aligned with current legal standards.
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Filing of Mandatory Records
The company secretary is responsible for filing the annual return, commonly known as Form NAR1, with the Companies Registry. The role also includes reporting structural changes, such as appointments or resignations of directors, transfers of shares or changes in share capital.
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Maintenance of Statutory Books
The position requires maintaining statutory registers, including the register of members, directors, and significant controllers. These records must be accurate and accessible as required by law.
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Facilitates Corporate Governance
The company secretary organises board meetings and annual general meetings, prepares minutes and resolutions, and ensures proper communication between the company and government authorities.
Who can be a Company Secretary in Hong Kong?
Hong Kong law sets clear standards on who may serve as a company secretary. The requirement is defined under the Companies Ordinance and applies to every company incorporated in the jurisdiction.
While a local individual may meet the statutory threshold, many companies appoint a professional corporate secretarial firm. The reason is operational because a professional provider brings continuity, familiarity with filing procedures, and an established process for monitoring deadlines and regulatory updates.
- The company secretary must be a resident of Hong Kong
- A professional firm that provides company secretary services must be registered in Hong Kong and hold a TCSP license.
- The individual or firm must be a member of the Hong Kong Chartered Governance Institute
What are the Key Responsibilities of a Company Secretary in Hong Kong?
The responsibilities of a company secretary in Hong Kong are comprehensive. The key responsibilities include:
| Responsibility | Scope of Work | Impact on Business |
| Ensuring Statutory Compliance | Monitors obligations under the Companies Ordinance and ensures all statutory requirements are met within prescribed timelines. | Protects the company and its directors from prosecution, fines, and reputational damage. |
| Preparation & Filing of Annual Return (Form NAR1) | Prepares, reviews, and submits the annual return to the Companies Registry, confirming company particulars remain accurate. | Failure to file on time may result in escalating penalties and potential legal consequences. |
| Maintenance of Statutory Registers | Maintains and updates the Register of Members, Directors, Company Secretary, and Significant Controllers Register (SCR). | Ensures transparency and legal validity of ownership and management structure. |
| Filing Changes in Corporate Structure | Lodges statutory forms for changes in directors, shareholders, registered office address, share capital, or company name. | Ensures changes are legally recognized and prevents invalid corporate actions. |
| Shareholder Meeting | Prepares meeting notices, drafts resolutions, records minutes, and ensures proper procedural compliance. | Creates legally defensible records of corporate decisions and protects directors. |
How to Select the Right Company Secretary for Your Company?
Selecting the right company secretary for the company is an essential step in ensuring that the company remains compliant and avoids penalties. Key factors for selection are discussed below:
| Factors | Key Questions to Ask | Strong Providers Demonstrate | Risks if Overlooked |
| Legal Eligibility | Is the individual ordinarily resident in Hong Kong, or is the firm properly registered in Hong Kong? | Clear proof of local residency or corporate registration. | Invalid appointment and breach of the Companies Ordinance. |
| Regulatory Expertise | Do they have hands-on experience with the Hong Kong Companies Ordinance (Cap. 622)? | Proven track record in handling annual returns, statutory filings, and compliance advisory. | Filing errors, missed deadlines, and financial penalties. |
| Compliance Management System | How do they track statutory deadlines and filing schedules? | Structured compliance calendar, automated reminders, documented review process. | Late filings and fines can escalate quickly. |
| Scope of Services | Does the service include SCR maintenance, board resolutions, share transfers, and regulatory updates? | Comprehensive support covering all statutory obligations. | Gaps in compliance coverage. |
| Governance Advisory Support | Do they advise directors on regulatory updates and governance standards? | Proactive updates and clear explanations of legal changes. | Directors remain unaware of new compliance risks. |
| Experience with Similar Businesses | Have they worked with companies of similar size, structure, or industry? | Demonstrated understanding of operational realities and growth stages. | Generic advice is not aligned with the business structure. |
| Responsiveness | Who will handle your account? What is the response time for urgent matters? | Dedicated contact person and defined service standards. | Delays in handling urgent filings or structural changes. |
Package Fees for Company Secretary Service | Company Secretarial Services Hong Kong
| Packages Available | Fee (HKD) |
| Annual Company Secretary Service | HK$400 |
| Preparation of Significant Controllers Register and provision of a designated representative to liaise with the Hong Kong authorities | HK$400 |
| Correspondence Address for all Directors and Shareholders | HK$300 |
| Annual Return Submission | HK$200 @ |
| Assistance on the processing of Business Registration Fee payable to the government for renewal of certificate | HK$200 @@ |
| Apply for an additional branch registration certificate(s) for the place which actually carrying on any business in Hong Kong | One-off service fee of HK$200 per branch registration certificate (exclusive of branch registration fee chargeable by the Inland Revenue Department annually) |
| Notification of commencement of business to IRD | Free |
@ No extra charges if the annual return submission is delivered on time; within 42 days after the company’s return date (i.e. the anniversary of the company’s date of incorporation)
@@ Assistance will be provided for the processing of the Business Registration Fee payable to the government for renewal of certificate, the Company Secretarial Package does not include the Business Registration Fee itself. The Business Registration Fee will be renewed on an annual basis as the amount set by the government can vary yearly. To check out the BR fee, please see Business Registration Fee.
Our Annual Company Secretary Services included:
- Acting as Corporate Company Secretary for one year;
- Acting as coordinator with the Government of Hong Kong;
- Preparing and filing an Annual Return to the Companies Registry;
- Preparing written resolutions for the Annual General Meeting (“AGM”);
- Maintaining the Minutes and Register Books
- Liaise with auditor for annual statutory audit on secretarial records
- Assistance will be provided for the processing of Business Registration Fee payable to the government, the Company Secretarial Package does not include the Business Registration Fee itself
- Preparation of the Significant Controllers Register and provision of a designated representative to liaise with the Hong Kong authorities.
- Advice on matters regarding secretarial/statutory/compliance/accounting/tax
- Monitoring and ensuring compliance with relevant government regulations and legal requirements, especially under the Companies Ordinance and Inland Revenue Ordinance. (Client will receive regular compliance alert via email).
* If the total number of directors, shareholders, beneficial owners, registrable controllers and nominator of nominee director are more than 3 persons or entity – HK$300 per person or entity due diligence review fee will apply.
While we have the qualified professionals to provide good Company Secretary services, our Company Secretary services also comply with the Hong Kong Company Ordinance. If you are looking for a reliable Company Secretary in Hong Kong, you are looking at the right place! Contact us today for more information.
Basic Package Fee for Non-Routine Secretarial Service
| Basic Packages Available | Fee (HKD) |
| Approval of Director Fees in EGM | from HK$500 |
| Appointment of first Auditor | HK$500 |
| Change in Auditor | HK$500 |
| Change in Bank Signatory | HK$500 |
| Preparation of resolution for Opening of Bank Account | HK$500 |
| Preparation of resolution for Closing of Bank Account | HK$500 |
| Resolution for Declaration of Dividend | HK$500 for the first shareholder HK$300 per shareholder for subsequent shareholders |
| Change of Business Activities | HK$500 |
| Change in Secretary | HK$500 |
| Change in Registered Address | HK$800 |
| Change in Directorship | from HK$800 per individual |
| Change in Beneficial owners, Registrable controllers and Nominator of nominee director | from HK$800 per individual |
| Change in Financial Year End | HK$500 |
| Resolution for Purchase of Property | HK$500 |
| Termination processing fee | HK$1,000 |
| Statutory records file inspection | HK$1,000 per visit |
| Share Transfer of Ordinary Shares from/to individual (includes Share Certificate) (excluding stamp duty) | from HK$1,500 per transfer agreement / transferor / transferee (whichever higher) |
| Share Transfer of Ordinary Shares from/to corporate shareholder (includes Share Certificate) (excluding stamp duty) | from HK$1,500 per transfer agreement / transferor / transferee (whichever higher) |
| Share Transfer of Preference Shares from/to individual (includes Share Certificate) (excluding stamp duty) | from HK$3,000 per transfer agreement / transferor / transferee (whichever higher) |
| Share Transfer of Preference Shares from/to corporate shareholder (includes Share Certificate) (excluding stamp duty) | from HK$3,000 per transfer agreement / transferor / transferee (whichever higher) |
| Witness for Share Transfer Agreement | from HK$500 per signature |
| Allotment of Ordinary Shares in cash (includes Share Certificate) (excluding government fee of HKD $1.00 for every 1,000 shares) | from HK$1,000 per shareholder |
| Increase of Share Capital (excluding government fee of HKD $1.00 for every 1,000 shares) | HK$1,000 |
| Change in Company Name | HK$1,000 |
| Change in Memorandum and Article of Association (EGM is required) | from HK$3,000 |
| Certified True Copy of documents by CPA | HK$100 per page |
| Register as Dormant with CR | HK$1,000 |
| Certificate of Continuing Registration from CR | HK$500 |
| Companies Particulars Search Certificate from CR (Online) | HK$150 |
| Companies Particulars Search Certificate from CR (Certified Report) | HK$300 |
| Image Records from CR which consist images of any of the followings documents: – Annual Return and Accounts / Financial Statements – Directors, Company Secretary and Authorised Representatives – Incorporation/Registration and Change of Name – Mortgages and Charges – Receivership, Liquidation, Degistration, Striking off, Dormancy and Court Orders – Registered Office, Location of Registers and Addresses of Registered non-Hong Kong Companies – Share Capital Structure – Other |
HK$150 for each Online Record HK$300 for each Certified Report Record |
Conclusion
For companies operating in Hong Kong, the Companies Ordinance has already settled the question of whether a company secretary is required. What remains is a more practical question of whether the individual or firm in that position can meet the obligations the law demands.
3E Accounting’s company secretarial services in Hong Kong are structured to address that directly, covering annual return filings, statutory register maintenance, corporate governance support, and ongoing regulatory compliance.
Companies that approach this appointment with the seriousness it warrants are the ones that avoid the penalties, missed deadlines, and compliance failures that tend to compound once they take hold.