How to appoint the first company secretary in Hong Kong

How to Appoint the First Company Secretary in Hong Kong

Appoint the first company secretary on the incorporation form, Form NNC1. You submit this form to the Companies Registry with the other incorporation documents, providing the secretary's consent and particulars. Enter the proposed secretary's full name, correspondence address and identity document details in section 9 of Form NNC1. The secretary must sign the declaration on the form itself to give consent. The appointment takes effect from the date of incorporation once the Companies Registry processes the application.

Eligibility for the Company Secretary Role

Not every person or entity can act as company secretary. The Companies Ordinance (Cap. 622) sets two alternative requirements. The 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 natural person ordinarily resident lives in Hong Kong as part of their regular habitual mode of life; a person who only visits occasionally does not qualify. A body corporate can act as secretary, which is common when a corporate services firm provides the service.

The Sole Director Restriction

A company with only one director cannot have that same person as its sole company secretary. This restriction exists because the Companies Ordinance (Cap. 622) requires the secretary to be a separate officer. If your company has a single director, you must appoint a different individual or a body corporate as secretary. The sole director can then also serve as secretary only if the company later appoints a second director. While the company has only one director, the secretary must be someone else.

Hong Kong Company Secretary Appointment Process During Incorporation

The appointment process during incorporation is straightforward. Complete Form NNC1 (Incorporation Form for Company Limited by Shares) together with Form IRBR1 (Notice to ). In section 9 of Form NNC1, enter the secretary's particulars: name, correspondence address, identity card or passport number, and the date of appointment, which is the date of incorporation. The secretary signs the consent declaration. The Companies Registry registers the secretary on its record. No separate form is required at incorporation.

First Company Secretary Form Hong Kong After Incorporation

If you need to appoint a first company secretary after incorporation, file Form ND2A with the Companies Registry. Form ND2A is the notice of change of company secretary and director (appointment or cessation). The form requires the same particulars as Form NNC1: full name, correspondence address, identity document details, and the date of appointment. The secretary must sign a declaration of consent to act, which is part of the form. File Form ND2A within 15 days of the appointment. The registration fee is HK$13 for paper filing or HK$8 for electronic filing through the e-Services portal.

Company Secretary Consent Hong Kong

The proposed secretary must formally consent to the appointment. At incorporation, the consent is given by signing the declaration on Form NNC1. For a post-incorporation appointment filed on Form ND2A, the secretary signs a separate consent declaration on that form. The Companies Registry will not register the appointment without signed consent. The consent confirms that the secretary is aware of the statutory duties and is eligible to act under the requirements of the Companies Ordinance.

What Happens Next

Once the Companies Registry registers the secretary, the company must maintain the register of company secretaries at its registered office or another prescribed place in Hong Kong. The register must contain the secretary's name, address, date of appointment and any changes of particulars. File Form ND2B if you change the secretary's particulars later. File Form ND4 if the secretary resigns. The secretary's appointment continues until resignation, removal or the company's dissolution.