Company Secretary

Many people may confuse company secretary and personal secretary, but they are completely different.  Most people think that secretary is under boss or senior executives, and arrange schedule for them, and assist the boss to handle daily affairs. This is just one of the types of secretaries, personal secretary, another type is company secretary.

Under the Companies Ordinance (Cap. 622) of the Laws of Hong Kong, a limited company incorporated in Hong Kong should appoint a company secretary, to perform the legal liability of the company, which includes declaration of relevant organisation structure, changes of shareholders and directors to the Companies Registry, as well as contemplation of the agenda of company meetings for Board of Directors, preparation of annual general meetings of shareholders and provision of professional advisory service and advice on relevant statutory ordinances.

The duties of company secretary are wide, including ensuring company operation and policies comply with the law, helping the company to practice good governance. Company secretary’s duties include: (i) handling and keeping statutory records of the company; (ii) arranging meetings of directors and shareholders; (iii) preparing board minutes; (iv) preparing and filing Annual Return; (v) handling share transfer and deregistering the company.

The new requirements on the keeping of significant controllers register and Designated Representative Register by companies according to the Companies (Amendment) Ordinance 2018 was effective on 1 March 2018.  A member, director or an employee of the company who is a natural person resident in Hong Kong; or; An accounting professional, a legal professional or a Trust and Company Service Providers (“TCSPs”) licensee as defined in the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, Cap. 615 (“AMLO”).