Every Hong Kong private company must have a company secretary. An individual secretary must ordinarily reside in Hong Kong. A corporate secretary must have its registered or principal office in Hong Kong. The sole director of a private company cannot also be its company secretary.
The rules
- A private company must have a company secretary and at least one director who is an individual.
- The sole director cannot be the company secretary.
- A company with only one director cannot have a corporate secretary whose sole director is that same person.
- An individual secretary must ordinarily reside in Hong Kong. A corporate secretary's registered or principal office must be in Hong Kong.
Filing duties
- The first company secretary is named in the incorporation form (NNC1), and the appointment takes effect on incorporation.
- Changes of company secretary, or of their particulars, must be notified in Form ND2A and/or ND2B within 15 days.
- Both NNC1 and NAR1 ask for the secretary's trust or company service provider (TCSP) licence number, or the reason a licence is not required.
What a company secretary typically handles
Keeping statutory registers and minutes, filing the annual return and change forms on time, and keeping the significant controllers register up to date.
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Frequently asked questions
Can I be the director and the company secretary?
Not if you are the sole director of a private company: the Companies Ordinance does not allow the sole director to also be the company secretary. The secretary must also meet the residency rule above.
Does the company secretary have to live in Hong Kong?
An individual secretary must ordinarily reside in Hong Kong. A corporate secretary must have its registered or principal office in Hong Kong.
How quickly must I report a new company secretary?
Within 15 days after the change, using Form ND2A (and ND2B for changes in particulars).
Sources (official)
- Companies Registry FAQ: Incorporation of local companies
- Companies Registry / IRD pamphlet: Compliance with the Companies Ordinance and Business Registration Ordinance (PAM 25)
- Companies Registry FAQ: Annual return
This guide is general information, not professional advice. Government fees and deadlines can change, so check the official sources linked above.