Difference between company secretary and corporate secretary

Difference Between Company Secretary and Corporate Secretary

In Hong Kong, "company secretary" and "corporate secretary" are interchangeable terms for the statutory officer responsible for compliance under the Companies Ordinance (Cap. 622). The distinction is one of usage, not law. "Corporate secretary" usually refers to a professional service provider holding a TCSP licence and acting for multiple client companies. "Company secretary" is the statutory title used in the legislation and on forms filed with the Companies Registry.

Company Secretary Duties Hong Kong

Every incorporated company in Hong Kong must appoint a company secretary. The secretary maintains the statutory registers: the register of members, register of directors, register of company secretaries, register of charges, and the Significant Controllers Register. They file annual returns on Form NAR1 and notify changes of directors and secretaries on Form ND2A. The secretary ensures the company meets its filing deadlines with the Companies Registry. They also arrange board meetings and written resolutions, and keep the company's records at its registered office or another prescribed place in Hong Kong.

Corporate Secretary Meaning

In Hong Kong practice, a corporate secretary's role extends beyond the statutory minimum. They provide ongoing compliance services, filing Form ND2B for changes in particulars, Form ND4 for resignations, and Form NR1 for changes of registered office address. Corporate secretaries often manage the Significant Controllers Register, identifying significant controllers who meet the 25% threshold. They act as the designated representative to assist law enforcement under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). Many also handle the annual return filing and coordinate with the company's auditor.

Company Secretary Role Hong Kong

Hong Kong law sets specific eligibility requirements for the company secretary role. The secretary must be a natural person ordinarily resident in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong. A company with a sole director cannot appoint that same person as its sole company secretary. The secretary must be appointed at incorporation, with the appointment recorded on the incorporation form. Changes of secretary are notified on Form ND2A for appointment or cessation, Form ND2B for changes in particulars, and Form ND4 for resignation.

TCSP Licence Hong Kong

The Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) requires a TCSP licence for any person carrying on a trust or company service business. This includes providing company secretary services to multiple clients. The Registrar of Companies issues the licence, which is valid for three years. Licensees must meet customer due diligence and record-keeping requirements. Carrying on the business without a licence is an offence, punishable by 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 TCSP Licensee Register.

A corporate secretary serving multiple companies almost always holds a TCSP licence. An individual company secretary employed by a single company, who does not offer services to others, may not need a licence. This distinction matters because a licensed corporate secretary must comply with ongoing anti-money laundering obligations. These include verifying the identity of significant controllers and maintaining records of customer due diligence.