What Is A Company Secretary: Roles, Duties & Requirements

What is a Company Secretary?

A Company Secretary (Company Secretary) is a statutory position explicitly mandated under Section 474 of the Companies Ordinance (Chapter 622) of the laws of Hong Kong. Every limited company incorporated in Hong Kong must appoint a Company Secretary. This position is responsible for ensuring the company strictly complies with Hong Kong legislation and maintains high standards of corporate governance.

The Company Secretary bears the core responsibilities of compliance management, including but not limited to:

• Assisting the Board of Directors in making decisions that are legal and compliant.
  
• Properly maintaining and updating the company’s statutory records.
  
• Maintaining smooth communication with the Companies Registry, Inland Revenue Department, and other regulatory bodies.
  
• Overseeing the company’s fulfillment of various statutory filing and record-keeping obligations.
  

Whether it is a locally incorporated company or a branch established by an overseas company in Hong Kong (a non-Hong Kong company), a qualified Company Secretary must be appointed. This role does not merely perform administrative tasks; it plays a critical part in corporate governance, risk management, and regulatory compliance.

Company Secretary vs. Personal Secretary: What are the Differences?

In Hong Kong, although both are called "Secretaries," there are fundamental differences between a Company Secretary and a Personal Secretary regarding legal status, scope of duties, professional requirements, legal liability, and service targets.

A Company Secretary is a statutory position strictly regulated by the Companies Ordinance (Cap. 622). Their role extends far beyond general administrative work, involving extensive regulatory compliance and risk management. In contrast, a Personal Secretary is purely an administrative support role with no statutory requirements.

The following table outlines the differences between a Company Secretary and a Personal Secretary across various dimensions:

[Table:1]

What Are The Duties of a Company Secretary

The Company Secretary is responsible not only for daily administrative and compliance matters but also bears legal liability for ensuring the company complies with various Hong Kong regulations, including the Companies Ordinance, the Securities and Futures Ordinance (SFO), and the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO).

The Company Secretary is a core figure in corporate governance, acting as a bridge between the Board and shareholders, and serving as the statutory liaison between the company and government departments (such as the Companies Registry, IRD, and ICAC).

In practice, the duties of a Company Secretary can be summarized into the following eight major areas:

[Table:2]

Why Do You Need a Company Secretary?

As mentioned, the Companies Ordinance explicitly stipulates that every limited company incorporated in Hong Kong must appoint at least one Company Secretary. This requirement exists primarily to ensure corporate governance and compliance:

• Supervision: The Company Secretary is responsible for supervising and reminding directors to fulfill their statutory filing obligations.
  
• Liability Mitigation: They assist directors in complying with legal duties, reducing the civil or criminal liability directors might personally face.
  
• Building Trust: Maintaining compliant operations helps build trust with banks, investors, and business partners, which is crucial for SMEs and startups.
  
• Administrative Support: They provide professional administrative support, reducing the administrative burden on directors.
  

Who Can Be a Company Secretary?

A Company Secretary can be a Natural Person (Individual) or a Body Corporate (Company), subject to clear eligibility restrictions:

1. Natural Persons (Individuals)

• Must be ordinarily resident in Hong Kong. Non-residents usually do not meet this requirement.
  
• Generally must be at least 18 years old.
  
• For Private Limited Companies, there is no mandatory professional qualification. As long as the individual has sufficient knowledge and practical experience (familiarity with the Companies Ordinance, maintaining records, handling NAR1), they are eligible.
  
• For Listed Companies, the requirements are stricter. According to the HKEX Listing Rules, the Secretary must be:
  

• A member of the Hong Kong Corporate Governance Institute (HKCGI);
  
• A solicitor or barrister practicing in Hong Kong;
  
• A Hong Kong Certified Public Accountant (CPA); or
  
• Possess equivalent qualifications/experience recognized by the Exchange.
  

2. Body Corporates (Companies)

A Company Secretary can be a corporation, provided it strictly follows Section 474 of the Companies Ordinance:

• It must be incorporated in Hong Kong or registered as a non-HK company.
  
• Its registered office or principal place of business must be in Hong Kong.
  
• TCSP License: Since 2018, under the AMLO (Cap. 615), the body corporate must hold a Trust or Company Service Provider License issued by the Companies Registry. Operating without this license while charging a fee is a criminal offense punishable by fines and imprisonment.
  

Can an Owner or Director be the Company Secretary?

Under Section 475 of the Companies Ordinance, this depends on the number of directors:

• Sole Director: A Sole Director is strictly prohibited from serving as the Company Secretary. This is to ensure a separation of powers and prevent a single individual from controlling both decision-making and compliance oversight. If the company has only one director, they must hire an external individual (resident in HK) or a licensed TCSP firm.
  
• Multiple Directors: If there are multiple directors, one may concurrently serve as the Secretary, provided they meet the eligibility criteria.
  
• Cross-Appointment Restriction: Under Section 475(3), if a company has a sole director, it cannot appoint a body corporate as Secretary if that same director is the sole director of that body corporate.
  

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