Do I need a registered office and company secretary

Do I Need a Registered Office and a Company Secretary

Yes. Every Hong Kong private company limited by shares must have both a registered office and a company secretary from incorporation. This is a statutory requirement under the Companies Ordinance (Cap. 622). You cannot complete company formation without arranging for both.

Hong Kong Registered Office Requirement

The registered office is the company's official address for service of legal documents and statutory notices. Under section 662 of the Companies Ordinance, the address must be a physical location in Hong Kong. The Companies Registry will not accept a post office box. A residential address is permissible if it is within Hong Kong.

State the registered office in the company's incorporation documents (Form NNC1). If the address changes after incorporation, file Form NR1 with the Companies Registry within 15 days of the change. Failure to maintain a current registered office address is a breach of the statutory requirement. It can lead to correspondence being returned, which may lead to the company being struck off the register.

The registered office is also the default location for the Significant Controllers Register and the company's statutory registers, unless a different prescribed place is notified on Form NR2.

Company Secretary Mandatory Hong Kong

Every Hong Kong company must appoint a company secretary. This applies regardless of the company's size, number of shareholders or whether the company is dormant. A company that has no secretary for more than a month is in breach of the Companies Ordinance and may face prosecution.

The company secretary must be either:

• A natural person who is ordinarily resident in Hong Kong.
• A body corporate that has its registered office or a place of business in Hong Kong.

Where a company has only one director, that sole director cannot also be the sole company secretary. A company with a single director must appoint a separate person or a corporate body to act as secretary. A director who is not the sole director may serve as secretary.

Company Formation Requirements Hong Kong

Both elements are mandatory appointments for company formation. On incorporation, the first company secretary is named in the Form NNC1. The consent of that person is recorded but does not require a separate form: the NNC3 (consent to act as first director) covers only directors, while the secretary's consent is given in the NNC1 itself.

After incorporation, changes of secretary are notified on Form ND2A (appointment or cessation) and Form ND2B (change of particulars). Form ND4 is used for a notice of resignation. These forms must be filed within 15 days of the change.

Registered Office and Secretary Rules

These rules form part of the ongoing compliance obligations. The Companies Registry expects the registered office to be a location where official correspondence can be received. The company secretary's role includes maintaining the statutory registers, filing annual returns (Form NAR1) and ensuring the company meets its filing obligations under the Companies Ordinance and the Inland Revenue Department.

A trust or company service provider that acts as company secretary for multiple clients must hold a TCSP licence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). Carrying on that business without a licence is an offence carrying a fine of up to HK$100,000 and imprisonment for up to six months. The register of licensees is public and searchable on the Companies Registry website.

Both the registered office and the company secretary are conditions of incorporation that continue for the life of the company. If either is lost - for example, the secretary resigns and is not replaced - the company is in breach of the Companies Ordinance and risks being struck off.