The answer first
Every Hong Kong company must appoint a company secretary. This is a requirement of the Companies Ordinance (Cap. 622), not an optional service. The company secretary keeps the company's statutory records in order and makes sure filings reach the Companies Registry on time.
The secretary must be an individual who ordinarily resides in Hong Kong, or a company with a registered office or place of business in Hong Kong. A sole director cannot also act as company secretary. A firm that provides company secretarial services by way of business must hold a Trust or Company Service Provider (TCSP) licence.
At a glance
- Is a company secretary required?
- Yes, for every Hong Kong company
- Who can act?
- A Hong Kong-resident individual, or a body corporate with a registered office or place of business in Hong Kong
- Can the only director be the secretary?
- No
- Must a corporate secretary be licensed?
- Yes, a business providing company secretary services must hold a TCSP licence
- Notice of appointment or resignation
- Form ND2A / ND2B, within 15 days
- Government fee to appoint
- None for filing the notice on time
What a company secretary does
The role is administrative and compliance-focused, but it carries real responsibility. A good company secretary is the reason a company never receives a late filing fee or a warning letter.
| Area | What it involves |
|---|---|
| Statutory registers | Keeping the registers of members, directors, company secretaries and significant controllers up to date, and the minute books of board and general meetings. |
| Filings with the Companies Registry | Annual Return (NAR1) each year; notices of changes in directors and secretary (ND2A/ND2B), registered office (NR1), share allotments (NSC1) and other events, within their deadlines. |
| Meetings and resolutions | Preparing notices, agendas, minutes and written resolutions; arranging the annual general meeting or its dispensation. |
| Significant Controllers Register | Identifying significant controllers, sending the required notices, and keeping the register and the designated representative's details current. |
| Share transactions | Preparing documents for share transfers and allotments, updating the register of members and coordinating stamp duty on transfers. |
| Records and access | Keeping company records at the registered office or a notified place, and making them available for inspection where the law requires. |
| Deadline management | Tracking statutory deadlines, sending reminders to directors and preparing documents in advance. |
The company secretary does not make business decisions and does not replace the directors. The directors remain legally responsible for the company's compliance; the secretary is the person who makes that compliance practical.
Who can be your company secretary
Option 1: an individual
- Must ordinarily reside in Hong Kong.
- Can be a director, an employee or another person, but cannot be the sole director of a company that has only one director.
- Suits companies with in-house administrative capacity and someone who understands Hong Kong filing rules.
Option 2: a corporate secretary
- A company with its registered office or a place of business in Hong Kong.
- If it provides company secretarial services as a business, it must hold a TCSP licence and is supervised by the Companies Registry, including for anti-money laundering obligations.
- Suits most owner-managed companies and almost all companies with overseas directors, because continuity does not depend on one individual being available.
Key takeawayIf no director lives in Hong Kong, a licensed corporate secretary is in practice the only workable option. Check the provider's TCSP licence number before you appoint; it is a public record.
Deadlines and penalties
| Event | Form | Deadline | Maximum penalty for default |
|---|---|---|---|
| Appointment or change of company secretary | ND2A | Within 15 days | HK$25,000 plus HK$700 per day |
| Resignation or cessation of company secretary | ND2A | Within 15 days | HK$25,000 plus HK$700 per day |
| Change of registered office | NR1 | Within 15 days | HK$50,000 plus HK$1,000 per day |
| Annual Return | NAR1 | Within 42 days after the anniversary of incorporation | HK$50,000 plus HK$1,000 per day, plus late fees |
| Failure to appoint a company secretary at all | - | At all times | Breach of the Companies Ordinance by the company and its responsible officers |
Fines are imposed on conviction on the company and every responsible person in default, typically the directors. Late filing fees for the Annual Return apply in addition.
Choosing a provider: questions to ask
- What is your TCSP licence number?
- Who is my named point of contact, and who covers when they are away?
- Which filings and registers are included in the annual fee, and which are charged separately?
- How and when will you remind me of deadlines?
- Where will my statutory registers and minute books be kept, and can I see them on request?
- Do you also provide the registered office and act as designated representative?
- Are government fees shown separately from your fees in your proposal?
Warning signsA fee that looks very low but excludes routine filings; no licence number on the proposal; no written engagement letter; or a provider who cannot show you your own registers. Each of these usually costs more later.
How DBMS Global can help
- Acting as your company secretary as a licensed TCSP (licence #TC001552).
- Providing your registered office address and keeping your statutory registers and minute books.
- Maintaining the Significant Controllers Register and acting as designated representative.
- Preparing every Companies Registry filing and resolution, and tracking all deadlines on your behalf.
- One named point of contact, and a written proposal with government fees and our fees itemised separately.
In summary
- A company secretary is mandatory for every Hong Kong company.
- Choose a Hong Kong-resident individual or a licensed corporate secretary.
- Changes must be notified within 15 days; late or missing filings carry fines for directors as well as the company.
Official references
- Companies Ordinance (Cap. 622), Part 10: company secretaries
- Companies Registry: filing requirements of a local limited company after incorporation, www.cr.gov.hk
- Companies Registry: TCSP licensing register, www.tcsp.cr.gov.hk