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Company Secretary Services in Hong Kong
Like many other jurisdictions, every limited company in Hong Kong is required to have a company secretary Hong Kong and engage company secretarial services Hong Kong. The Hong Kong Companies Ordinance (Chapter 622) (CO) provides under s.474 mandates that all companies incorporated within Hong Kong must have a company secretary services. In addition to this, according to Listing Rules (LR) 3.28, and section F of the Corporate Governance Code (CG Code) for public listed companies, they must appoint a company secretary HK even if they are not Hong Kong companies.
Engage 3E Accounting’s company secretarial services to receive efficient and innovative services with immediate response and turnaround time.
Package Fees for Company Secretary Service | Company Secretarial Services Hong Kong
|Packages Available||Fee (HKD)|
|Annual Company Secretary Service||HK$1,500|
|Annual Return Submission||Free @|
|Assistance on the processing of Business Registration Fee payable to the government for renewal of certificate||Free @@|
|Apply for an additional branch registration certificate(s) for the place which actually carrying on any business in Hong Kong||One-off service fee of HK$200 per branch registration certificate (exclusive of branch registration fee chargeable by the Inland Revenue Department annually)|
|Notification of commencement of business to IRD||Free|
@ Free if the annual return submission is delivered on time; within 42 days after the company’s return date (i.e. the anniversary of the company’s date of incorporation)
@@ Assistance will be provided for the processing of Business Registration Fee payable to the government for renewal of certificate, the Company Secretarial Package does not include the Business Registration Fee itself. The Business Registration Fee will be renewed on an annual basis as the amount set by the government can vary yearly. To check out the BR fee, please see Business Registration Fee.
Our Annual Company Secretary Services included:
- Acting as Corporate Company Secretary for one year;
- Acting as coordinator with the Government of Hong Kong;
- Preparing and filing an Annual Return to the Companies Registry;
- Preparing written resolutions for the Annual General Meeting (“AGM”);
- Maintaining the Minutes and Register Books
- Liaise with auditor for annual statutory audit on secretarial records
- Assistance will be provided for the processing of Business Registration Fee payable to the government, the Company Secretarial Package does not include the Business Registration Fee itself
- Preparation of the Significant Controllers Register and provision of a designated representative to liaise with the Hong Kong authorities.
- Advice on matters regarding secretarial/statutory/compliance/accounting/tax
- Monitoring and ensuring compliance with relevant government regulations and legal requirements, especially under the Companies Ordinance and Inland Revenue Ordinance. (Client will receive regular compliance alert via email).
* If the total number of directors, shareholders, beneficial owners, registrable controllers and nominator of nominee director are more than 3 persons or entity – a once-off HK$300 per person or entity due diligence review fees will apply.
While we have the qualified professionals to provide the good Company Secretary HK’s service, our Company Secretary HK’s services are also complying with the Hong Kong Company Ordinance. If you are looking for a reliable Company Secretary in Hong Kong, you are looking at the right place! Contact us today for more information.
Basic Package Fee for Non-Routine Secretarial Service
|Basic Packages Available||Fee (HKD)|
|Approval of Director Fees in EGM||from HK$500|
|Appointment of first Auditor||HK$500|
|Change in Auditor||HK$500|
|Change in Bank Signatory||HK$500|
|Preparation of resolution for Opening of Bank Account||HK$500|
|Preparation of resolution for Closing of Bank Account||HK$500|
|Resolution for Declaration of Dividend||HK$500 for the first shareholder |
HK$300 per shareholder for subsequent shareholders
|Change of Business Activities||HK$500|
|Change in Secretary||HK$500|
|Change in Registered Address||HK$800|
|Change in Directorship||from HK$800 per individual|
|Change in Beneficial owners, Registrable controllers and Nominator of nominee director||from HK$800 per individual|
|Change in Financial Year End||HK$500|
|Resolution for Purchase of Property||HK$500|
|Termination processing fee||HK$1,000|
|Statutory records file inspection||HK$1,000 per visit|
|Share Transfer of Ordinary Shares from/to individual (includes Share Certificate) (excluding stamp duty)||from HK$1,000 per transfer agreement / transferor / transferee (whichever higher)|
|Share Transfer of Ordinary Shares from/to corporate shareholder (includes Share Certificate) (excluding stamp duty)||from HK$1,000 per transfer agreement / transferor / transferee (whichever higher)|
|Share Transfer of Preference Shares from/to individual (includes Share Certificate) (excluding stamp duty)||from HK$3,000 per transfer agreement / transferor / transferee (whichever higher)|
|Share Transfer of Preference Shares from/to corporate shareholder (includes Share Certificate) (excluding stamp duty)||from HK$3,000 per transfer agreement / transferor / transferee (whichever higher)|
|Witness for Share Transfer Agreement||from HK$500 per signature|
|Allotment of Ordinary Shares in cash (includes Share Certificate) (excluding government fee of HKD $1.00 for every 1,000 shares)||from HK$1,000 per shareholder|
|Increase of Share Capital (excluding government fee of HKD $1.00 for every 1,000 shares)||HK$1,000|
|Change in Company Name||HK$1,000|
|Change in Memorandum and Article of Association (EGM is required)||from HK$3,000|
|Certified True Copy of documents by CPA||HK$100 per page|
|Register as Dormant||HK$2,500|
|Certificate of Continuing Registration from CR||HK$500|
|Companies Particulars Search Certificate from CR (Online)||HK$150|
|Companies Particulars Search Certificate from CR (Certified Report)||HK$300|
|Image Records from CR which consist images of any of the followings documents: |
– Annual Return and Accounts / Financial Statements
– Directors, Company Secretary and Authorised Representatives
– Incorporation/Registration and Change of Name
– Mortgages and Charges
– Receivership, Liquidation, Degistration, Striking off, Dormancy and Court Orders
– Registered Office, Location of Registers and Addresses of Registered non-Hong Kong Companies
– Share Capital Structure
|HK$150 for each Online Record |
HK$300 for each Certified Report Record
Who Can Be a Company Secretary in Hong Kong and Provide Company Secretarial Services Hong Kong?
In Hong Kong, the company secretary could be an individual or a Hong Kong registered body corporate acting as company secretary HK. However, a listed company (under LR 3.28) can only have an individual company secretary.
- Age limit
He or she must be at least 18 years old (Hong Kong’s law only allow persons aged 18 and above to enter agreements, except for necessities).
- Residency requirement for individual company secretary
- He or she must be an ordinarily resident in Hong Kong.
- For a listed company that is not incorporated in Hong Kong, the laws of the place of incorporation govern the company. However, there will be a joint appointment for a company secretary who is ordinarily resident in Hong Kong.
- Place of incorporation requirement for corporate company secretary
The law mandates that a body corporate acting as a company secretary must be a Hong Kong registered company – must have its registered office (or a place of business) in Hong Kong.
- Specific qualification requirements
- For a Hong Kong registered company, no specific qualification requirements are needed to be an office secretary Hong Kong.
- For a listed company (under LR 3.28), the company secretary HK must fulfil the qualification (including as a member of The Hong Kong Institute of Chartered Secretaries) or otherwise have the relevant experience in the opinion of The Hong Kong Stock Exchange (Exchange) to discharge the functions of a company secretary HK.
- The Exchange recognises the following as qualified:
- a Member of The Hong Kong Institute of Chartered Secretaries;
- a solicitor or barrister (as defined in the Legal Practitioners Ordinance); or
- A certified public accountant (as defined in the Professional Accountants Ordinance).
Roles and Responsibilities of a Company Secretary
- Organising and maintaining corporate and statutory documents of the company,
- Filing of annual return
- Helping company to comply with government regulations
- Preparing board minutes
- Arranging for annual general meetings as required by law
- Keep and maintain company records.
- Ensure compliance with legal requirements and state corporation laws.
- Give proper advice to the board of directors and logistics.
- Facilitate and record minutes of meetings.
- Inform the Companies House of any changes in the company’s structure or management.
Secretarial services offer some level of the administrative role that is needed to ensure effective corporate governance and compliance with the regulations. Outsourcing this type of service eliminates your risk of criminal proceedings and financial penalties.
The directors are responsible for appointing the company secretary before submitting the documents to the Companies Registration Office.
Their names are included in the constitution documents preceding the establishment of a company. They must agree and sign the papers to act as company secretary. This provision is present in the Companies Ordinance of Hong Kong.
Mandatory appointment of corporate secretaries in Hong Kong is provisioned in the Companies Ordinance (CAP 622) under section 474. It is applicable to all types of companies present in legislation. Hence, if a company fails to employ a corporate secretary within months of incorporation, the company’s registrar would appoint a person to carry out the duties.
- A resident of Hong Kong
- A member of Hong Kong Institute of Chartered Secretaries
- Has certified public account
- Have relevant experience or qualifications in other jurisdiction
- At least 18 years old
- No eligible person to handle secretary roles.
- Firms that need accounting functions along with secretarial services.
- Companies that need expert advice or services.
Since a corporate secretary is required in every firm, you can invest in 3E Accounting Hong Kong secretarial services. We will help you fulfil the secretarial roles and duties in pursuit of an effective and compliant organization.
Secretarial services offer a wide range of cost-effective secretarial services that would meet your organizational needs. This ranges from regulatory responsibilities, maintaining records, compliance with legislation, corporate governance audits, to successive planning and administration of board evaluations.
- Annual Return Submission.
- Assistance on the processing of Business Registration Fee payable to the government for renewal of a certificate.
- Notification of commencement of business to IRD.
With their wide-ranging roles and responsibilities, a company secretary is an officer of the firm. Their duty has increasing importance in corporate governance as they initiate the best practices in both functions of the board and law compliance.
- Statutory and legal requirements are met, noted beforehand.
- Reduction of company costs and expenses, especially for start-ups.
- Higher accuracy and function of the board.
- An economical approach in recruitment and retention of employees.
- Reliable, quality, and commitment of service to corporate clients.
All types of firms. We provide services to organizations in need of secretarial duty fulfilment, especially small to medium companies.
Certainly! If you’re looking for a reliable service provider, you’re on the right page. We are a team of qualified professionals to ensure quality secretarial services. Please don’t hesitate to contact us.
Aside From Corporate Routine Secretarial Services, Do You Also Offer Assistance to Non-routine Duties and Obligations?
Yes. We offer a long list of non-routine secretarial services that would meet all your necessities. This includes preparation of resolutions, change of company details, share transfer, and image records.
As stated in the Hong Kong Company Ordinance, a company cannot proceed to complete the incorporation process unless they have identified the corporate secretary in the registration documents. This means you have to appoint a person in the position at the same time you’ve gathered the directors and shareholders.
- Appoint dates and ensure that the board of directors is constituted within their terms.
- Develop agenda and notify persons involved (organize and distribute documents).
- Register attendance, record minutes of the meeting and assist chairpersons during the event.
- Communicate board decisions after the meeting.
- Follow up on actions and give professional advice when requested to.
The law does not allow a person to become a company secretary if they’re an undischarged bankrupt or subjected to severe misconduct.
Although their positions are sometimes used interchangeably, the role of corporate secretaries is clerical, while admin assistants perform beyond the function. Hence, the appointment varies on the specificity of tasks as well as its extension.
Directors can serve as company secretaries. However, the Companies Ordinance disallows a sole director of a limited company to act as the company secretary.
Yes, the secretary firm could provide your registered address, may it be in a virtual or physical office. This is considered a strategic move, especially if you engage services from professional firms. Government documents are directed to your company secretary and could be arranged promptly.
Company secretaries could give appropriate guidance on how significant performances would be met. However, they do not perform the duties of the directors. This means they don’t have the power to mandate decisions.
- Knowledgeable in company by-laws and policies
- In-depth understanding of governmental and legal principles
- Profound administrative skills and commercial awareness
- Sound judgment and efficient communicator
- Knows how to conquer bureaucratic management
- Fulfill obligations indicated in the articles of association
- Handle all governmental and legal correspondence
- Meet deadlines and filing requirements
- Screen confidential information
No, unless your foreign company secretary is a resident in Hong Kong.
Yes. As per the Companies Registry, even non-profit organizations are mandated to appoint a corporate secretary. Hence, they are eligible to retrieve services from secretarial firms.
- Compliance with the Companies Registry
- Changes in details of shareholdings, company profile, directorship
- Other administrative tasks as per agreement
Yes. Since their nature of coursework comprises compliance with the codes and state laws, company secretaries can identify the best practices in regulating an organization. They facilitate communication between the board of directors and shareholders and therefore understand what the organization needs. They give proper advice before making effective decisions.
The following are the circumstances or proceedings that need the corporate secretary’s signature:
- Opening of bank account
- Certification of statuary audits
- Obtaining bank loans
- Constitution of common seals
You may need to shift corporate secretarial services if you experience the following problems:
- Charging hidden fees
- Fillings are either delivered late or incorrect
- Unable to meet deadlines
- Expiration of Business Registration Certificate
- Ineffective workflow