The answer first
Every Hong Kong company must have a company secretary and, if it is required to keep a Significant Controllers Register, a designated representative. The company secretary looks after the company's statutory compliance generally; the designated representative is the person who assists law enforcement officers with the Significant Controllers Register.
One person or firm can hold both roles if they meet the requirements of each. A licensed Trust or Company Service Provider often does.
At a glance
- Company secretary
- Required for every company; notified to the Companies Registry
- Designated representative
- Recorded in the company's own Significant Controllers Register; not filed with the Registry
- Both roles in one?
- Yes, if the eligibility rules for each are met
- Maximum fine
- HK$25,000 plus HK$700 per day of continuing default
Side by side
| Point | Company secretary | Designated representative |
|---|---|---|
| Legal basis | Companies Ordinance, Part 10 | Companies Ordinance, Part 12 Division 2A (Significant Controllers Register) |
| Purpose | Statutory compliance: registers, filings, meetings, records | Assistance to law enforcement officers relating to the Significant Controllers Register |
| Who can act | Hong Kong-resident individual, or a body corporate with a registered office or place of business in Hong Kong | A Hong Kong-resident member, director or employee; or an accounting professional, legal professional or licensed TCSP |
| Notified to | Companies Registry (Form ND2A within 15 days) | Recorded in the company's own Significant Controllers Register |
| Required for | Every company | Every company required to keep a Significant Controllers Register |
What the designated representative does
- Is the contact point if a law enforcement officer asks to inspect the Significant Controllers Register.
- Provides the register and related information when lawfully requested.
- Should know where the register is kept and how it is maintained.
Key takeawayThe designated representative must be reachable. If the person leaves the company or the business, appoint a replacement and update the register immediately.
Choosing the right people
- If no director or employee is resident in Hong Kong, appoint a licensed TCSP, accountant or lawyer as designated representative.
- A licensed corporate company secretary can usually act in both roles, giving one point of contact.
- Record the designated representative's name, contact details and the basis of eligibility in the register.
Penalty exposureFailure to comply with the Significant Controllers Register requirements, including the designated representative requirement, is an offence; the company and responsible persons may be fined up to HK$25,000 plus HK$700 per day of continuing default.
Self-check: where do you stand?
| Question | If the answer is no |
|---|---|
| Does your company have a company secretary notified to the Registry? | Appoint one and file ND2A |
| Have you appointed a designated representative? | Appoint one and record them in the register |
| Does your designated representative meet the eligibility rules? | Replace them with an eligible person |
| Is the representative still reachable and engaged with the company? | Confirm or replace |
| Is the Significant Controllers Register current? | Update it within 7 days of confirming changes |
How DBMS Global can help
- Acting as your company secretary and designated representative, as a licensed TCSP (licence #TC001552).
- Maintaining your Significant Controllers Register and statutory registers.
- One named point of contact for both roles.
In summary
- Two roles, two purposes.
- Both can be filled by one licensed provider.
- Keep both up to date.
Official references
- Companies Ordinance (Cap. 622), Part 10 and Part 12 Division 2A
- Companies Registry: Significant Controllers Register FAQs, www.cr.gov.hk