What is a Company Secretary?

A company secretary is an officer of the Company that acts as a bridge to give advice, implement corporate governance best practices and communicate among the directors, management, and shareholders. He/she is responsible for the efficient administration of a company, implementation of the decision made by the Board of directors, and ensuring compliance with statutory and regulatory requirements implemented by government bodies.

Does my Company need to appoint a Company Secretary?

According to the Companies Ordinance, every company must appoint a company secretary. The office of secretary must not be left vacant at any one time or the directors may face a penalty.

Who could be a Company Secretary?

A company secretary must be a company officer who is locally resident in Hong Kong, a legal professional, a CPA practising or a company holding TCSP license.  The role of a company secretary is very diverse and requires deep knowledge of laws and regulatory requirements, appointing inexperienced individuals may create problems and statutory breaches.

A director can also serve as a company secretary, however, the sole director of the company cannot act or be appointed as a company secretary.

What are the roles of the Company Secretary in the Company?

Generally speaking, the company secretary has four (4) main roles: compliance, advice, support, and administration. According to the Companies Registry, the responsibilities of a company secretary can be varied depending on a Company’s needs. Below are some examples:

• Maintain and update the company’s registers and minutes books.

• Administer, attend and prepare minutes of meetings of directors and shareholders.

• Keep company directors aware of the deadlines for annual returns and any other filings required by the Companies Registry.

• Update directors and shareholders on relevant changes in corporate regulations.

Can the Company appoint a nominee company secretary?

Yes, the company can appoint a nominee company secretary. Usually, this service is provided by registered professional firms (e.g. law firm, CPA  firm, or licensed corporate secretarial firm).

The company is advised to select registered professional firms that suits its business needs.

What are the advantages of engaging a registered professional firms?

The Companies Registry strives to safeguard Hong Kong’s reputation as not only a trusted marketplace but also the easiest place in the world to do business. They need to maintain a regulatory regime that is progressive, responsive, effective, and efficient, thus, they actively and strictly implement compliance and enforcement measures against companies with statutory breaches. Companies and directors that breach their statutory obligations may be a composition sum in place of facing prosecution.

It is the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of the secretary of the company. With this, it would be wiser for the director to engage licensed corporate secretarial firm. Aside from being cost-efficient, Company can improve its focus on core business activities and will not worry about any statutory breaches as the Company’s compliance will be taken care of by the corporate secretarial agent.

Pinery as your corporate secretarial service provider

Pinery is a team that values integrity, professionalism, and credibility. We have a proper understanding of the corporate business, and its challenges and we can provide sound and relevant solutions to problems. We give honest advice to our clients which creates transparency and avoids unnecessary conflicts and miscommunications among the officers and stakeholders of the Company.

Our team is always informed and updated on every legislative amendment to the Companies Act and we ensure that these legislative changes are adopted and complied with by all our clients.

The nominated secretary that we provide to our clients has the attributes of an effective company secretary, is trustworthy, observes confidentiality, and has enough experience to discharge the functions of secretary of a company.

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