Can I be my own company secretary in Hong Kong

Can I Be My Own Company Secretary in Hong Kong

Yes. A director can be their own company secretary in Hong Kong if they are a natural person ordinarily resident in Hong Kong and the company has more than one director. The Companies Ordinance (Cap. 622) permits a director to hold both positions simultaneously, subject to a specific restriction for sole-director companies.

The secretary must be a natural person ordinarily resident in Hong Kong or a body corporate with its registered office or a place of business in Hong Kong. A director meeting the residency requirement can therefore serve as secretary. Appointment or cessation of a company secretary is notified to the Companies Registry on Form ND2A.

Director as Company Secretary Hong Kong

A director may act as company secretary unless the company has only one director. This is a core rule under Cap. 622. Where the board has two or more directors, any one of them who is ordinarily resident in Hong Kong can take on the secretary role. That person then holds two statutory offices and is responsible for both the director's duties and the secretary's compliance obligations, including maintaining the Significant Controllers Register and ensuring the annual return Form NAR1 is filed on time.

Sole Director Company Secretary Rules

The rules for a sole director company are clear: a company with a single director cannot have that same person as its sole company secretary. This is a statutory prohibition. If the company has only one director, that director cannot also be the secretary. The company must appoint a separate individual or a body corporate to act as secretary. The separate secretary must still satisfy the ordinary residence requirement if they are a natural person, or have a registered office or place of business in Hong Kong if they are a body corporate.

Can I Be My Own Secretary

You can be your own secretary if you are a director and the company has at least two directors. The law does not require the secretary to be a different person from the director, except in the sole-director scenario. If you are the sole director and the sole shareholder, you cannot also be the secretary. You must appoint someone else to that office, even if that someone else is a corporate service provider.

Company Secretary Self Appointment

Self appointment as company secretary is straightforward. The director who wishes to become the secretary simply records the appointment in the directors' minutes or by written resolution. The change must then be filed with the Companies Registry on Form ND2A within 15 days. No prior approval from the Registrar is needed. Acting as secretary may require a TCSP licence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (AMLO) if the person is providing secretary services to multiple clients. A director serving their own company does not need a licence for that role alone, because they are acting as an officer of their own company, not offering services to the public.

Compliance Considerations

If you act as your own secretary, you take on the full statutory compliance burden. Maintain the Significant Controllers Register, the register of members, the register of directors, and the register of charges. File the annual return (Form NAR1) within 42 days after the anniversary of incorporation and pay the registration fee. Ensure the registered office address is a physical address in Hong Kong and that all statutory records are kept there or at a prescribed place notified on Form NR2.

Self appointment can save the cost of hiring a third party, but it demands the director understand and meet every filing deadline. Missed deadlines attract higher registration fees and may lead to prosecution. If the company has only one director, self appointment is not possible, and a separate secretary must be appointed.