In this course · 4 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
No. A Hong Kong company with only one director cannot have that director as its company secretary under Cap. 622 s.475. It needs another individual ordinarily resident in Hong Kong or a corporate secretary, and that corporate secretary cannot be a company whose only director is the same person.
The rule Cap. 622 prevents a sole director from also acting as company secretary of the same company. The aim is to keep a second pair of eyes on compliance.
Ways to comply
- Add a second director. If there are two or more directors, one of them can also act as secretary if that person ordinarily resides in Hong Kong.
- Appoint a different individual who ordinarily resides in Hong Kong, such as a trusted employee, family member or adviser.
- Appoint a corporate secretary with a registered office or place of business in Hong Kong. The corporate secretary cannot have the sole director as its own sole director.
If you use a service provider A business that offers company secretary services to the public needs a TCSP licence unless exempt (solicitors, CPA firms and certain others). Check the Registry's public register before appointing one.
Filing Report any appointment or cessation on Form ND2A within 15 days after the change.
Non-compliance Failure to have a compliant secretary exposes the company and its officers to prosecution; the Registry can also act where a required secretary is missing.
Legal basis and sources
The law
- Companies Ordinance (Cap. 622), s.474
- Companies Ordinance (Cap. 622), s.475(2)
- Companies Ordinance (Cap. 622), s.475(3)
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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