Hong Kong Company Incorporation Guide (7) – Company Secretary of a Hong Kong Company

1. Qualification of Company Secretary

In accordance of the Hong Kong Companies Ordinance, every company registered in Hong Kong shall have a secretary. With effect from the date of incorporation of a company mentioned in its certificate of incorporation, the first secretary of the company is the person named as the secretary in the incorporation form submitted in respect of the company.

A director of a company may at the same time acting as the secretary of the company. However, the director of a private company having only one director shall not also be the secretary of the company.

The secretary of a company shall-
(a) if an individual, ordinarily reside in Hong Kong;
(b) if a body corporate, have its registered office or a place of business in Hong Kong.

Anything required or authorized to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or to any officer of the company authorized generally or specially in that behalf by the directors.

2. Powers and Duties

The general duties include the correspondence with shareholders and regulatory bodies as well as ensuring that the company is in compliance with the regulations regarding the organization of the meetings of directors and shareholders and therefore the company secretary needs to be present at all meetings of the company and the directors, and shall make proper minutes of the meeting. The company secretary will usually countersign every document to which the seal of the company is affixed, and his department will deal with share transfers, keep the books of the company and will deliver documents and make necessary returns to the Hong Kong Companies Registry.

Being an officer of the company, the company secretary owes fiduciary duties and a duty of care and skill to the company. The company secretary is also bound to perform the duties which the law imposes on all officers of a company.

3. Appointment and Resignation

The company secretary is appointed by the directors. According to Article 112 of Table A of the Hong Kong Company Ordinance, a Company Secretary can be appointed for such term, at such remuneration and upon such conditions as they may think fit.