What Is a Company Secretary, and Why Must Every Hong Kong Company Have One?

At a glance

Eligibility, procedure and penalties are governed by the Companies Ordinance and the Companies Registry’s latest published guidance.

What does a company secretary actually do?

Three areas, and the first is the one that matters.

1. Statutory filings. This is the core of the role, and all of it runs to deadlines:

2. Meetings and resolutions. Convening the annual general meeting, keeping minutes, handling written resolutions.

3. Acting as the company’s point of contact with the Companies Registry, and receiving government correspondence.

Note what is not on that list: bookkeeping, audit and tax filing are a separate body of work. See the split below.

Who is eligible?

An individual must be ordinarily resident in Hong Kong.

A body corporate must have its registered office or a place of business in Hong Kong.

Two misconceptions worth clearing up:

A sole director cannot double as the secretary. Where a company has only one director, that director may not also hold the secretary’s office. This is the rule single-owner companies trip over most often. With two or more directors, one of them may serve as secretary — provided they are ordinarily resident in Hong Kong.

A firm providing the service by way of business needs a TCSP licence. Providing company secretarial and registered office services commercially in Hong Kong is a regulated trust or company service provider activity. This is not a nice-to-have; check it first.

Company secretary, accountant, auditor, lawyer — who does what?

The four roles get conflated constantly. The boundaries are actually clear:

The practical trap: the secretary’s work runs all year, while accounting and audit are periodic. Plenty of owners only start looking for help at year end, by which point several secretarial deadlines have already passed.

In-house or outsourced?

The test is simple: are you confident you will remember those deadlines, and file within 15 days of a change?

If yes, in-house is fine — as long as you have more than one director. If not, an annual fee is usually cheaper than a single late annual return.

What happens if the office is left vacant?

First, it is unlawful. Having no company secretary breaches s.474. The company and every responsible person may be prosecuted, with fines up to HK$50,000 and a daily default fine for continuing breach.

Second, filings stall. With nobody handling them, the annual return, register updates and change notifications pile up, and the penalties accumulate item by item.

Third, it follows you around. Bank reviews, buyer due diligence and loan applications all look at whether your filing record is clean. A backlog turns directly into a weak negotiating position.

What should it cost?

The market range is wide, from a few hundred to several thousand dollars a year. What matters is exactly what is included.

Cheaper plans usually cover only the bare statutory duties; higher ones bundle in a registered address, mail forwarding and broader compliance support. Compare line by line rather than headline figure to headline figure.

Our company secretary service is USD 167 a year, covering the annual return (NAR1), maintenance of the significant controllers register, change notifications and compliance reminders.

A registered address and mail forwarding are separate items (USD 257 a year), added only if you need them — we spell this out so there are no surprises when the invoice arrives. Pricing is shown before you order.

How should you compare providers?

The annual fee is the easiest thing to compare and the least informative. These seven questions matter more.

1. Are they licensed? Providing company secretarial and registered office services by way of business in Hong Kong is regulated trust or company service provider (TCSP) activity, and requires a licence. Ask this first.

2. What do years two and three cost? A low first year followed by a jump is the most common pricing tactic. Ask for the three-year total, not this year’s figure.

3. Are changes charged separately? Change of address, change of director, share allotment, issuing a certified document — some providers bill each one. If you expect any shareholder or director movement in the next year, this can dwarf the annual fee.

4. What exactly is included? Registered address, mail forwarding, significant controllers register maintenance, compliance reminders — check item by item. Do not assume “company secretary service” covers all of it.

5. Is there a portal? When you need a document from three years ago, are you searching your inbox or logging in? It feels unimportant until you switch providers or go through due diligence.

6. Is the language coverage enough? With mainland shareholders or overseas directors, you will want Traditional Chinese, Simplified Chinese and English.

7. One provider or several? Keeping secretarial, bookkeeping and audit under one roof avoids three parties waiting on each other at year end; splitting them lets you pick the strongest in each. There is no universally right answer — just make it a deliberate choice rather than something that happens by drift.

Traditional firm or online platform?

Both have real trade-offs; neither is simply better:

Put simply: the more standard your case, the better value a platform is; the more unusual it is — group structures, cross-border arrangements, anything disputed — the more an experienced person is worth paying for.

A middle path: partial outsourcing

If you want to cut cost without doing everything yourself: keep records and update the registers in-house, outsource only the annual return and statutory forms, and bring someone in on a per-item basis when something changes.

Do the arithmetic first, though — per-item fees frequently add up to more than an all-inclusive plan. This works for companies where almost nothing changes, and poorly for those with frequent shareholder or director movement.

Common questions

How is this different from an administrative secretary?

Entirely different. The company secretary is a statutory office answerable to the Companies Registry; an administrative secretary is an internal staff role with no statutory function.

Does a foreign-owned Hong Kong company still need one?

Yes. Nationality of the shareholders or directors is irrelevant — every Hong Kong incorporated limited company must appoint one. This is exactly why non-residents setting up here need a local company secretary.

Can I change company secretary?

Yes, and the process is not complicated — but the office must not fall vacant during the handover. See the transfer guide.

What this really comes down to: someone has to remember

None of the secretary’s work is difficult. What makes it hard is that it repeats every year, falls in different months, and offers no way back once a deadline passes.

One 42-day deadline, several 15-day ones, plus business registration renewal and tax filing — each is simple on its own. Together they are a calendar that somebody has to watch.

Want to hand that calendar over? Get started, or talk to us first.

This article is general information and does not constitute legal advice. Eligibility, duties and penalties are governed by the Companies Ordinance (Cap. 622) and the Companies Registry’s latest published guidance.