Under the Hong Kong Companies Ordinance, every limited company must appoint or employ at least one company secretary (English: Company Secretary, Com Sec). Different from a private secretary, a company secretary, as a statutory position, has professional responsibilities and covers administrative, regulatory, accounting, and other fields, and is a key member of the company’s stable development. So, what exactly does a company secretary do, and what documents are usually required? The following article will summarize for you.
Company Secretary Profile
According to the “Company Ordinance” (Cap. 622), all limited companies registered in Hong Kong must have at least one company secretary, which can also be served by a body corporate other than a natural person (such as a secretarial company, an accounting firm). It is only necessary to declare his correspondence address to the Registrar of Companies and not his usual residential address.
As a statutory position in an enterprise company, the company secretary has a fiduciary duty to assist in the process of reporting of to the board of directors, the legal compliance of the company, and communication with shareholders. Implement good policies.
If the company fails to appoint or retain a company secretary as required by the regulations, the offender may be fined up to HK$100,000, and if the situation continues, a fine of HK$2,000 per day may be imposed.
Common company secretary duties
Although the company secretary has many responsibilities, in addition to ensuring corporate administrative compliance and legality, the general duties are as follows:
• Formation of new companies;
• Maintenance of statutory documents such as the register of shareholders;
• Preparation and presentation of annual returns, etc.;
• Assist the board of directors to implement decisions (such as director appointments and removals, etc.);
• Organizing and arranging the board of directors or annual general meeting;
• Handling share-related matters (equity change, financing, share transfer, restructuring, share issuance, dividend distribution, repurchase, etc.);
• Assisting in the completion of acquisitions and sales transactions;
• Preparation of company statutory accounting records;
• Communicate with regulators, lawyers, auditors, etc.
Relevant documents for the company secretary
As a company secretary, it is often necessary to submit relevant documents to the company registry on time. The following are some common relevant documents:
• Form Number: NAR1 – Annual Return
Within the corresponding period of company establishment, the company secretary is responsible for voluntarily submitting an annual return to the Companies Registry to fill in the basic information of the company, as well as personal information about directors, shareholders, and company secretary. The earlier an annual return is lodged with the Companies Registry, the cheaper the registration fee will be.
• Form No.: ND2A – Notice of Change of Company Secretary and Director (Appointment/ Cessation)
Use this form to make an appointment or cessation of office to the company secretary but must give notice within 15 days of the appointment or cessation of office. In addition to the company secretary, you can also appoint or cease to be a director with this form at no additional charge.
• Form No.: ND2B – Notice of Change of Particulars of Company Secretary and Directors
In short, this form is to notify the prescription of any changes in the details of the company secretary and directors, including changes in their status, which may be changed from company secretary to director, director to alternate director, etc.; or address, email, etc. Changes to personal data can also be made using this form, again requiring notification within 15 days of the change.
• Form No.: ND4 – Notice of Resignation of Company Secretary and Director
If the company has delivered the above Form ND2A to report the resignation of its company secretary, the resigned company secretary does not need to deliver Form ND4 for registration. Form ND4 registration is only required if the resigning company secretary has reasonable grounds to believe that the company will not notify the Registrar of Companies of the resignation.
If you want to find out more about the forms used under the Companies Ordinance (Cap. 622) (including change of company name, director and company secretary, articles of association, etc.), you can download it from the Companies Registry website.
The above information is for reference only. If you have any questions about the company secretary and accounting, we welcome your inquiries.