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Tel：+86 400 118 5939According to Chapter 32 of the Hong Kong Companies Ordinance, all Hong Kong companies registered in Hong Kong must appoint a company secretary to fulfill their statutory responsibilities. That is to say, every limited company registered and established in Hong Kong must have a company secretary, which is a statutory position and is often referred to as a statutory secretary. Its main responsibility is to assist enterprises in conducting annual audits, tax reporting, auditing, and other maintenance matters for the company. Below, Hongyuan International will provide a detailed introduction to the relevant knowledge of legal secretaries for Hong Kong companies.
Qualifications for Hong Kong Company Secretaries
A Hong Kong company secretary can be a natural person or a corporate entity. If it is an individual, the person must reside permanently in Hong Kong; If it is a corporate body, the corporate body must have a registered address or place of business in Hong Kong. Hong Kong listed companies have stricter requirements for company secretaries. The secretary of a Hong Kong listed company must be an individual rather than a corporate body, and the person must be a member of the Chartered Institute of Secretaries and Administrators Hong Kong Branch, a lawyer, barrister or professional accountant, and must be recognized by the Stock Exchange in terms of academic and professional qualifications as capable of fulfilling their duties.
According to Hong Kong legislation, the position of company secretary in Hong Kong can be concurrently held by a director, which means having a dual identity. However, if a Hong Kong company has only one director, then the director of the Hong Kong company is not allowed to concurrently serve as the secretary of the Hong Kong company. When a document should be jointly signed by a Hong Kong company director and a Hong Kong company secretary, individuals with dual identities as Hong Kong company directors and Hong Kong company secretaries can only sign as Hong Kong company secretaries.
1. Appointment of Hong Kong Company Secretary
The articles of association of a Hong Kong company generally stipulate that the board of directors of the Hong Kong company may appoint a Hong Kong company secretary on such terms and at such remuneration as it deems appropriate.
2. Powers of Hong Kong Company Secretaries
A Hong Kong company secretary is not just an employee. The secretary of a Hong Kong company has the authority to represent the company in signing contracts related to the daily administrative affairs of the Hong Kong company, such as contracts for hiring employees.
3. Responsibilities of Hong Kong Company Secretaries
The responsibilities of a Hong Kong company secretary depend on the arrangements of the Hong Kong company. Generally speaking, Hong Kong company secretaries should ensure that the operations of Hong Kong companies comply with the requirements of the Hong Kong Companies Ordinance. Hong Kong company secretaries usually have the following responsibilities:
(1) Attend shareholder meetings and board meetings of Hong Kong companies, and prepare meeting minutes;
(2) Under the direction of the board of directors of the Hong Kong company, issue notices to all persons entitled to attend the general meeting of shareholders and the board of directors of the Hong Kong company;
(3) Hong Kong company secretaries need to sign documents;
(4) Handling equity transfer matters of Hong Kong companies;
(5) Maintain the minutes of Hong Kong company meetings, the register of Hong Kong company shareholders, the register of Hong Kong company directors and secretaries, the register of mortgages, etc;
(6) Submit relevant documents to the Hong Kong Companies Registry in accordance with regulations, such as Hong Kong company annual reports (annual review and audit documents), notices of changes in Hong Kong company directors or shareholders, etc.
4. Resignation of Hong Kong Company Secretary
According to the Hong Kong Companies Management Ordinance, unless otherwise provided in the Hong Kong company's articles of association or agreed upon by the secretary and the Hong Kong company, the Hong Kong company secretary may resign at any time, but must notify the Hong Kong company's board of directors in advance. Hong Kong companies should notify the Hong Kong Companies Registry in the designated format within fourteen days after the resignation of the secretary.
If your company needs a Hong Kong company secretary, you can consult with Hongyuan International.
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