Company secretary residency requirement Hong Kong

Company Secretary Residency Requirement Hong Kong

The company secretary residency requirement Hong Kong is set out in the Companies Ordinance (Cap. 622). A company secretary must be either a natural person who is ordinarily resident in Hong Kong, or a body corporate (such as a company or a firm) that has its registered office or a place of business in Hong Kong. This requirement applies to every Hong Kong incorporated company. The company secretary is a statutory officer, and the company must have one at all times; a gap of even a short period puts the company in breach of the Ordinance.

Does Company Secretary Need to Be Resident in Hong Kong

Yes, if the secretary is a natural person, that individual must be ordinarily resident in Hong Kong. "Ordinarily resident" means the person lives in Hong Kong as part of the regular and habitual order of their life, not just visiting or staying temporarily. An individual living overseas on a long-term basis does not meet this test. The residency requirement is about where the person resides, not their nationality or passport. A Hong Kong permanent resident who is studying abroad may still be ordinarily resident if their habitual home remains in Hong Kong, but a person who has moved permanently overseas would not qualify.

Hong Kong Company Secretary Location Rule

The location rule is different for a body corporate. If a company (or another entity such as a firm) is appointed as secretary, it does not need to be ordinarily resident - that concept applies only to natural persons. Instead, the body corporate must have a registered office or a place of business in Hong Kong. This means a foreign company with a registered office in Hong Kong can act as secretary, even if its directors and staff are based overseas. The key point is that the body corporate must have a physical address in Hong Kong where documents can be served and records kept.

Can Company Secretary Live Outside Hong Kong

A natural person who lives outside Hong Kong cannot serve as company secretary because they are not ordinarily resident. However, a body corporate that has a registered office or a place of business in Hong Kong can act as secretary, and in that case the day-to-day work may be performed remotely. The body corporate itself is the secretary; the individual employees who carry out the duties do not need to be resident. So while an overseas individual cannot be the secretary, the corporate secretary model allows a licensed trust or company service provider based in Hong Kong to fulfil the role, even if the provider's staff work partly from abroad.

Company Secretary Ordinarily Resident Hong Kong

The term "ordinarily resident" is not defined in the Companies Ordinance, but the courts have given it the same meaning as in immigration law: it refers to a person who resides in Hong Kong voluntarily and for settled purposes as part of the regular order of their life. The person must be physically present in Hong Kong for the majority of the time. Temporary absences for holidays, business trips or family visits do not break ordinary residence, but living abroad for work or study for more than a year usually would. The onus is on the company to ensure the secretary meets the requirement at the time of appointment and throughout their tenure.

Practical Implications

• Sole director companies: If a company has only one director, that same person cannot also be the sole company secretary. A separate individual or a corporate secretary must be appointed.
• TCSP licensing: A person who carries on a trust or company service business in Hong Kong must hold a TCSP licence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). Corporate service providers that offer secretary services to multiple clients are nearly always licensed.
• Filing changes: When a company secretary is appointed or ceases, the company must file Form ND2A with the Companies Registry. Changes in particulars are notified on Form ND2B.
• Overseas companies: A registered non-Hong Kong company under Part 16 of the Ordinance must have an authorised representative in Hong Kong, but the residency rule for the secretary itself applies differently: the authorised representative must be an individual resident in Hong Kong, but the company secretary can be a body corporate with a Hong Kong address.

Summary Table

The company secretary residency requirement Hong Kong ensures that every company has a compliance officer who is accessible for service of legal documents and regulatory correspondence. If the secretary is a natural person living abroad, the company should appoint a corporate secretary based in Hong Kong instead.