In this course · 3 of 6
Course 4
Directors, shareholders and secretary
6 lessons · 6 min
- 1Can One Person Own and Run a Hong Kong Company Alone?
- 2How Many Directors Does a Hong Kong Company Need?
- 3What are the requirements for a company secretary in Hong Kong?
- 4Can a Sole Director Also Be Company Secretary in Hong Kong?
- 5Can a foreigner or non-resident be a director of a Hong Kong company?
- 6Hong Kong Company Share Capital: Minimum and No Par Value
The short answer
Every Hong Kong company needs at least one company secretary: an individual ordinarily resident in Hong Kong, or a company with its registered office or place of business in Hong Kong. A sole director cannot also be the secretary.
Who can act
- Individual: ordinarily resident in Hong Kong. A correspondence address is published instead of a home address.
- Body corporate: must have its registered office or a place of business in Hong Kong.
- A company can appoint more than one secretary.
Restrictions
- A sole director cannot be the company secretary of the same company.
- A one-director company also cannot appoint a corporate secretary whose sole director is that same person.
What a secretary typically does
- Files returns and notices with the Companies Registry (annual return, ND2A, NR1, NSC1) and keeps the registers.
- Arranges board and member meetings and records resolutions.
- Helps the board comply with the Companies Ordinance.
Licensing A business providing company secretary services to others generally needs a Trust or Company Service Provider (TCSP) licence unless it is exempt, for example a solicitor or CPA firm. A director or employee acting as your own company's secretary is not providing a service to the public.
Filing Appointments and cessations are reported on Form ND2A within 15 days.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), s.474
- Companies Ordinance (Cap. 622), s.475
- Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), Part 5A
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
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