Can I be both the sole director and the company secretary of my Hong Kong company?
No. Where a company has only one director, that director cannot also be its company secretary. The company needs another individual 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 be the company secretary, provided they meet the residency rule.
- 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
- Companies Ordinance (Cap. 622), s.474
- Companies Ordinance (Cap. 622), s.475(2)
- Companies Ordinance (Cap. 622), s.475(3)
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.