To have a company incorporated in Hong Kong, the registry requires that you have a physical address, one director (at least) and a resident secretary. Note that the term secretary as applied by the Companies Ordinance means a corporate secretary and not a clerical staff. The secretary is responsible for ensuring that the company follows all the required legal and regulations and represent the company to the authorities when required. In this post, we explore 3 main reasons to have a company secretary in Hong Kong.
- It is a legislative requirement under the Companies Ordinance
Having a company secretary is a legislative requirement in Hong Kong. It is presumed that as an investor, you have a lot of work to meet clients, explore the market, and other expansion duties which would easily make it difficult to carry legislative duties of an enterprise.
The secretary is required to be a Hong Kong resident. This is considered important so that he/she can complete all the legal and other statutory demands of the company with ease. For example, the company secretary in Hong-Kongshould ensure that the company gets registered with the Inland Revenue Department and display the registration certificates appropriately in the office. If the company is in an area that requires additional registration such as telecoms and finance, the secretary has to follow up and ensure full compliance.
- The secretary role is very complex
The secretary’s roles are very complex and help to operationalize the company structure. The secretary is responsible for maintaining the company’s statutory book that includes shareholders and directors register, take and keep minutes of board meetings, and prepare agenda & take minutes for yearly general meetings. Accordingly, the secretary will serve as the epicentre of the company operations because everything must trace back to him/her for reference and filing.
The secretary is also responsible for transferring shares and following changes in regulations that affect the company. As Hong Kong seeks to redefine the business operational environment, any change must be effected appropriately within the set timelines. Accordingly, the secretary will ensure that you are on the right side of the law to avoid getting into conflict with the administration, incurring unnecessary penalties, or risking license cancelation.
- The secretary is the selected company representative
The secretary of the company is the selected representative in Hong Kong and has to ensure the company, its structure, and everything is done within the law. The role of maintaining the annual accounts also falls within their jurisdiction. By keeping all of these books carefully, the work of annual auditors will become easier to ensure that filing of returns is done correctly and on time.
Over the years, the company secretary’s roles have grown from simple tasks to complex legislative and structural delineations. Therefore, the selected secretary should be a person with relevant training, knowledge, and experience to accomplish the huge task of operationalizing the company structure. The secretary must carry the image of the company and give it the admirable reputation you want to thrive in Hong Kong as you plan to expand to Mainland China and other parts of South East Asia.
Selecting the right secretary with proper qualification will not only make your company be registered faster, but will raise chances of faster growth and success. It is important to be extra careful when selecting secretaries because they draw the line between success and failure of a company. In many cases, top company registration and corporate agencies provide corporate secretary services to match client’s operational requirements. If your company does not have a lot of operations in Hong Kong, the agency can even share the secretary and the office address to keep associated costs as low as possible.