By law, a Hong Kong limited company needs to appoint a company secretary. Due to the diverse and professional responsibilities of a company secretary, many people will opt out of companies that provide company secretarial services. Do these secretarial companies need to be certified? Does your company need company secretarial services? This article summarizes the frequently asked questions about secretarial companies, and answers the questions for you who are considering choosing company secretarial services.
What is a company secretary?
As a statutory position, the Company Secretary is directly subordinate to the company, and its main responsibilities are to effectively assist in the governance of the enterprise, ensure that the daily operations comply with legal requirements, and notify the corresponding departments of changes in the company structure.
Its scope of responsibilities is very broad, but it generally handles the “birth, old age, illness, and death” of a company, from establishment to liquidation, and corporate administration and governance, law and accounting are all its responsibilities:
• Meeting minutes writing;
• Apply for a company registration certificate;
• Statutory letter of the management company;
• appointment/change of directors;
• Cancellation of company registration;
• Filing of the company’s annual return;
• Keep company’s statutory records;
• Arranging director and shareholder meetings;
• Communicate with regulators on behalf of the company;
• Handling share transfer and cancellation of company registration;
• Coordinate the production and publication of company accounts and reports;
• Organizing and assisting in the holding of board of directors and general meetings of shareholders;
• Monitor the progress of corporate governance, etc.
Legal requirements for company secretaries
According to the Companies Ordinance, every limited company must appoint a company secretary. Basically, when you are 18 years old and you usually live in Hong Kong, you can become a company secretary. However, because a company secretary needs to have a certain understanding and familiarity with company laws, many people choose to hire an external company secretary or choose a secretarial company.
In addition, a director of a private company who is the sole director of the company cannot also be the company secretary of the company. At the same time, the company secretary can be a body corporate with a registered office or place of business in Hong Kong.
Qualifications of a company secretary?
Different from private secretaries, since company secretaries need to be familiar with the operation of Hong Kong laws and company regulations, most company secretaries will receive professional training and obtain internationally recognized qualifications before they officially become chartered company secretaries.
For example, the Chartered Governance Qualifying Programme (CGQP) of the Hong Kong Institute of Chartered Secretaries.
Qualifications for a secretarial company?
In Hong Kong, a qualified secretary company (Secretary Company) that can legally provide company secretarial services needs to obtain a “Trust or Company Service Provider License” and must have a registered office or main office address in Hong Kong.
And these secretarial companies that provide company secretarial services usually have professionals such as accountants or lawyers inside and have to perform due diligence on customers, understand the background of customers’ companies, report suspicious transaction records, and keep customer records for at least five years.