Does every Hong Kong company need a company secretary

Does Every Hong Kong Company Need a Company Secretary

The Companies Ordinance (Cap. 622) makes a company secretary mandatory. Every company incorporated in Hong Kong must appoint one. This is a statutory requirement with no exceptions. It applies to private companies, public companies, and companies limited by guarantee from the moment of incorporation.

Company Secretary Requirement Hong Kong Law

Section 332 of the Companies Ordinance is clear. Every company must have at least one company secretary. The secretary can be a natural person ordinarily resident in Hong Kong, or a body corporate with its registered office or place of business in Hong Kong. A sole director cannot also be the sole company secretary. If a company has only one director, that person cannot hold the secretary position alone. A second secretary or a separate corporate secretary must be appointed.

Is a Company Secretary Required in Hong Kong

Yes. The requirement is absolute. The Companies Ordinance provides no exemptions based on company size, turnover, shareholder numbers, or trading status. Even a private company declared dormant must have a company secretary. The only concession for a dormant company is exemption from filing the annual return (Form NAR1). The secretary requirement remains.

Hong Kong Company Compliance Secretary

The secretary is central to ongoing company compliance. They maintain the statutory registers: register of members, register of directors, register of company secretaries, register of charges, and the Significant Controllers Register. They ensure timely filings to the Companies Registry, such as the annual return and changes of director (Form ND2A). This keeps the company in good standing. Operating without a secretary is non-compliance and can lead to penalties from the Registrar of Companies.

Consequences of Non-Compliance

Failing to appoint a secretary breaches the Companies Ordinance. The Registrar may issue a warning, impose a penalty, or strike the company off the register. Directors can face personal liability for the penalty. The obligation is continuous. If a secretary resigns (Form ND4), the company must appoint a replacement promptly to avoid a gap.

What to Do

The secretary is named on the incorporation form (NNC1). After incorporation, any change is filed on Form ND2A (appointment or cessation) or Form ND2B (change of particulars). Every director and business owner must confirm their company has a secretary who meets the eligibility criteria and understands the compliance duties. Companies without an eligible individual often engage a licensed trust or company service provider.