Is a TCSP licence required to act as company secretary

Is a TCSP Licence Required to Act as Company Secretary

You need a licence to provide company secretary services as a trust or company service business. This business is regulated under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615, "AMLO"). A natural person acting as company secretary for a single company or a small group of connected companies is not carrying on the business and does not need a licence. Hold yourself out to the public as offering these services, however, and you must be licensed by the Registrar of Companies.

TCSP Licence Company Secretary Hong Kong

The TCSP licensing regime started on 1 March 2018. Carrying on a trust or company service business in Hong Kong requires a licence. The business definition covers forming companies; acting or arranging for another person to act as a director or partner; providing a registered office or correspondence address for a company; and acting as a company secretary.

Your role is not carrying on the business if you act as company secretary for a single company where you are also a director or shareholder. An employee acting as secretary only for their employer is also exempt. A person appointed for one outside company, without advertising or holding out, is similarly exempt. The licensing requirement applies once you offer company secretary services to multiple unrelated clients as a business.

Trust or Company Service Provider Licence

The Registrar of Companies issues the TCSP licence under AMLO. This licence is valid for three years and must be renewed before it expires. Licensees must meet customer due diligence and record-keeping obligations. You must identify and verify each client and beneficial owner, and retain records for at least five years after the business relationship ends.

A body corporate offering company secretary services, such as a corporate services firm, must hold a TCSP licence. The firm must also ensure any employee or agent performing this work is covered by its licence and internal controls.

AMLO Company Secretary Licence

AMLO (Cap. 615) does not create a separate "company secretary licence". The term "AMLO company secretary licence" is shorthand for the TCSP licence required when these services are provided as a business. The Ordinance licences the business, not the individual holding the office. An individual serving as secretary for multiple unrelated companies through a licensed TCSP does not need a personal licence, provided the TCSP holds the licence and the individual works within its compliance framework.

Company Secretary Licensing Requirement

The licensing requirement only applies when the service is provided in the course of a trust or company service business. The Registrar of Companies maintains a searchable public register of licensees. If you are unsure whether your activities require a licence, check the register or seek legal advice.

Carrying on the business without a licence is an offence. It is punishable by a fine of up to HK$100,000 and imprisonment for up to six months. The Registrar may also seek a court injunction to stop unlicensed activity.

Exempt Persons

Some persons are exempt from the licensing requirement. This includes lawyers and certified public accountants acting in their normal professional practice. Licensed money lenders and money service operators are exempt when acting within their licensed scope. A person who is merely the company secretary for a single company, without holding out as a service provider, also falls outside the definition of carrying on the business.

Practical Steps

Apply for a TCSP licence before you start providing company secretary services to multiple clients. Submit your application to the Companies Registry. Be prepared to demonstrate your compliance policies, customer due diligence procedures, and record-keeping arrangements. If you are a director or shareholder engaging a service provider, check the public register to confirm they are licensed.