Hong Kong has gradually grown to become an economic powerhouse in Asia, and one of the best jurisdictions in the region for investors looking to start up an offshore company with a local company secretary. Hong Kong has been repeatedly ranked as one of the freest economies in the region, providing companies and businesses with a perfect platform to grow both internationally and exponentially.
However, all companies and businesses must first be registered before they can begin operations within the region. The good news is that the process of registering your company in Hong Kong is fairly straightforward. According to the Hong Kong Companies Ordinance, one of the requirements for registering a business or company is that every company must have a company secretary in Hong Kong.
What Is A Company Secretary?
For businesses and companies that run in Hong Kong, a company secretary is a company named representative, whose work is to ensure that the business and all its operations are run in full accordance with all statutory laws and regulations.
Why Should You Have A Company Secretary for Your Hong Kong Business?
1. It is a legal requirement.
The requirement to have a company secretary for your company is not optional. In accord with the directives received from the Companies Ordinance, you can’t register your company without first clearly identifying your company secretary. If you attempt to start up and operate your company without a company secretary, you will be prosecuted.
2. Acts as the link between your company and the Hong Kong administration.
Any time that the Hong Kong administration seeks to reach your company, your company secretary will be the first point of contact. This is because the company secretary is responsible for any clarifications that the Hong Kong government might have.
3. Ensuring compliance with local policies, regulations, and laws for doing business
As a foreign investor, you may not know all the specific policies and regulations required of business operators in Hong Kong. Therefore, having a company secretary will go a long way in ensuring that your business does not get into any conflict with the law, while at the same time assisting you to understand and observe all local financial, corporate, and fiscal obligations.
The Responsibilities of A Company Secretary
The role of the company secretary has a lot of duties which range from administrative to managerial roles, such as:
1. Facilitating Tax Compliance
The Hong Kong administration is well known for being very straightforward on all matters tax. Therefore, your company secretary will ensure that your business or company is compliant with all required tax obligations. For instance:
To ensure that the details about your company are made available for government records, your company secretary will know that your company will need to be registered with the Inland Revenue Department.
Suppose at any time your company is met with complex tax-related issues that will require further clarification directly from the governmental authorities. In that case, your company secretary will know how to go about seeking further authorization for your business concerning tax matters.
Your company secretary will also be heavily involved in ensuring that your company or business files all the required tax returns accurately and before the deadline. This in then, will go a long way in ensuring that you avoid penalties and take full advantage of the various tax reliefs.
Related Read: Hong Kong Corporate Tax Rate and Guide »
2. Maintaining and Updating Your Company’s Statutory Books
Once you have incorporated your company, another role that your company secretary will expect is to maintain all statutory documents. It will become easier for government agencies to access any specific documents that they may require. For instance, if an issue regarding your company’s tax compliance is to arise, the Inland Revenue Department may decide to carry out a record inspection. The company secretary will facilitate this.
The company secretary will also be expected to keep up-to-date business records. For instance, where a shareholder may choose to increase the number of company shares they are holding, the company secretary will ensure that all changes are reflected in the directors and shareholders registers.
The company secretary will also be responsible for using the various company documents and records in their possession to generate and distribute various reports.
3. Organizing and Attending Board Meetings
Another critical role of the company secretary is that of organizing and then attending all company meetings for shareholders and company board directors. The company secretary will be involved in formulating the agenda for these meetings, writing the meeting minutes, and ensuring that all procedures are adhered to. The company secretary will also need to ensure that any decisions made at these meetings are implemented according to Hong Kong policies and laws.
4. Post Incorporation Filing
There will come a time when you may need to make alterations to the setup of your business. For instance, you may increase or decrease your company’s share capital, your company’s address may change, or you may need to remove or add the number of company directors and shareholders. Under such circumstances, your company secretary will be required to prepare the necessary documents to capture these changes, and then file these documents with the registry.
- What are the skills required for a company secretary?
- Planning skills
- Communication skills
- Problem-solving skills
- Teamwork skills
- Attention to details
- Who is a good company secretary?
- A good company secretary demonstrates good corporate governance ability, is determined to see your company or business succeed, and at the same time is an effective communicator.
Since the role of the company secretary will entail working closely with your company board members, directors, and senior executives, they will need to be both fearless and diplomatic.
- Can a director or shareholder serve as a company secretary?
- Once you have incorporated your company in Hong Kong, you will not be permitted to appoint your company secretary from within the ranks of company shareholders and directors.
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