Every country has different forms of entities operating under their respective laws. To comply with respective laws, companies would have officers known as company secretaries. Hong Kong is one of the largest financial powerhouses in the world. Due to this, many foreign investors want to set up offices in Hong Kong. To comply with the regulations of the Companies Ordinance of Hong Kong, it is crucial to have a company secretary in Hong Kong.
Taking company secretary services will help your company comply with respective corporate and governance laws.
There are different forms of entities which require a company secretary:
Private Limited Company- A private limited company is a company limited by shares. This form of entity does not have its shares listed in a public stock exchange. Every private limited company has a company secretary in Hong Kong.
Public Limited Company- A public limited company is an entity which has its shares listed in a public stock exchange. Shares of a public company are offered to shareholders. Every public limited company must appoint a company secretary in Hong Kong.
Offshore company- An offshore company is usually present in tax havens. Offshore companies are established with the sole purpose of saving tax. These companies operate under normal conditions. Every offshore company would require to appoint a company secretary in Hong Kong. Hence an offshore company must appoint an individual to carry out company secretary services.
Foreign Companies- Any form of company that is established outside the jurisdiction of Hong Kong is known as a foreign company or an international company. A foreign company would have international directors and shareholders. An international company has to comply with the requirements of Hong Kong law. Hence an international company must appoint a company secretary in Hong Kong.
Partnerships (LLP)- Limited Liability Partnerships are entities which enjoy the benefits offered by a private limited company and a traditional partnership. The liability of partners under an LLP is limited. Hence, no form of personal liability is present under this form of entity. Every LLP in Hong Kong requires taking company secretary services. To comply with relevant provisions of law, appointing a company secretary for an LLP is mandatory.
In Hong Kong, corporate entities are regulated by the Companies Ordinance (Cap 622). Hence any form of entity which is incorporated under Hong Kong has to comply with the above legislation.
When a company or entity appoints a company secretary, then the appointment has to comply with the provisions of the Companies Ordinance (Cap 622).
Under section 474(1) of the ordinance, every company must appoint a company secretary. Hence from the above, it is clear that every company or entity incorporated in Hong Kong requires a company secretary.
The appointment of a company secretary in Hong Kong must be filed with the registrar of companies. Such provision is present under section 67(1) of the Companies Ordinance in Hong Kong.
The appointment of a company secretary must be in accordance with the provisions of the ordinance. A company secretary can act as a deputy company secretary. This provision is present under section 474(4) and section 474(5) of the companies’ ordinance.
If the company has not appointed a company secretary within a few months of incorporation, then the registrar of companies would appoint a company secretary to carry out the operations of the company.
Under the Companies Ordinance of Hong Kong, it is mandatory to appoint a company secretary. Hence the company secretary in Hong Kong will help your company comply with the requirements of the ordinance from time to time.
However, the following reasons below provide us with the main reasons to appoint a company secretary:
This will include the following:
The following responsibilities have to be carried out by a company secretary in Hong Kong:
A company has to comply with the provisions of the ordinance. Hence, the company must appoint a company secretary in compliance with the provisions of the ordinance. If the company breaches any rules related to the appointment, then the company would be penalised. Therefore, every company must follow the requirements of the ordinance for appointing a company secretary.
The following requirements have to be followed by the company
This register can be kept in the following languages:
The appointment of a company secretary has to be as per the provisions of the Companies Ordinance of Hong Kong (Cap 622). All companies have to follow the procedure for the appointment of a company secretary in Hong Kong.
The following procedure must be followed for the appointment of a company secretary in Hong Kong:
A company secretary has to fulfil the obligations for the company.
The following duties have to be carried out by a company secretary:
Taking the meetings- Meetings which happen in the company will include the annual general meeting, extra-ordinary general meeting and board meetings. The company secretary has to ensure that compliance is maintained and carried out when conducting the meetings of the company. Apart from this, the company secretary is also responsible to take note of the resolutions taken by the company in the meeting.
Taking Minutes- Every meeting would be timed and recorded as per the requirements of the companies’ ordinance of Hong Kong. Timing and taking record of the meetings is known as taking minutes of a board meeting or an annual general meeting. A company secretary is required to take minutes of the board meeting and annual general meeting. After the minutes of the meeting are taken, the company secretary is responsible to furnish details of the minutes meeting to the registrar of companies.
Furnishing Details and Compliances with the Registrar- When resolutions are taken in board meetings, then same has to be filed with the registrar of companies.
Details and information which have to be filed by the company secretary with the company would include the following:
Liaising with Different Authorities- A Company appoints a company secretary in Hong Kong not to just follow compliance with the respective norms under the companies’ ordinance. Company secretary have to liaise with different authorities. These authorities would include government authorities, regulatory authorities and tax authorities.
Read our article:Company Formation Procedure in Hong Kong