Can a director be the company secretary in Hong Kong

Can a Director Be the Company Secretary in Hong Kong

Yes. A director can also be the company secretary, but only if the company has more than one director. A company with a sole director cannot have that same individual as its sole company secretary. This rule is set out in the Companies Ordinance (Cap. 622).

Director as Company Secretary Hong Kong

In companies with multiple directors, any one of them may also hold the office of company secretary. The same person can serve in both capacities simultaneously, provided the statutory prohibition on the sole director acting as sole secretary does not apply. This arrangement is common in small Hong Kong companies where directors wish to keep the management structure lean and reduce the number of officers.

Hong Kong Company Secretary Director Rule

The key rule is found in section 662 of the Companies Ordinance. It states that a company with a sole director cannot have that same person as its sole company secretary. If the company has only one director, that director cannot also be the company secretary. The company must appoint a different individual or a body corporate to act as secretary. If the company has two or more directors, one of them may also serve as secretary.

Can Director Hold Secretary Position Hong Kong

A director can hold the secretary position in Hong Kong, subject to the eligibility criteria for the secretary role. The company secretary must be either a natural person who is ordinarily resident in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong. A director who meets these criteria can be appointed as secretary, provided the company has at least one other director.

Company Secretary and Director Same Person Hong Kong

Having the company secretary and director be the same person is permissible under Hong Kong law, but only where the company has more than one director. The prohibition is specifically on the sole director also being the sole company secretary. Where there are multiple directors, one of them can serve as secretary without breaching the Companies Ordinance. The appointment must still be properly recorded, and the change must be notified to the Companies Registry on Form ND2A.

Practical Considerations

When a director also acts as company secretary, the same person is responsible for both the strategic management of the company and its statutory compliance obligations. The company secretary must maintain the statutory registers, file the annual return (Form NAR1) on time, and ensure the company meets its filing deadlines with the Companies Registry. A director who takes on the secretary role should be confident they can fulfil these compliance duties, or should consider appointing a professional corporate secretary service provider.

If the company has only one director, that director cannot be the company secretary. The company must appoint a separate individual or a body corporate to act as secretary. This is a common situation for single-director companies, and many use a licensed trust or company service provider (TCSP) to fill the secretary role.

Filing Requirements

When a director is appointed as company secretary, or when the secretary changes, the company must file Form ND2A (Notice of Change of Company Secretary and Director) with the Companies Registry within 15 days of the change. The form must include the particulars of the new secretary and confirmation that the secretary meets the eligibility requirements.