What are the requirements for a company secretary in Hong Kong?
Every Hong Kong company needs at least one company secretary. An individual secretary must ordinarily reside in Hong Kong; a corporate secretary must have its registered office or place of business in Hong Kong. A sole director cannot be the company 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
- Companies Ordinance (Cap. 622), s.474
- Companies Ordinance (Cap. 622), s.475
- Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), Part 5A
Sources
Applies to 2026 · Last reviewed 29 October 2026
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.
Related questions
- Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
- How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
- How does a partnership work in Hong Kong, and what is a limited partnership?A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
- What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
- Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.