Company secretary qualifications in Hong Kong: statutory rules and professional requirements

Hong Kong Company Secretary Qualifications: Statutory Requirements Under Cap. 622 and the Listing Rules

The answer depends on whether the company is private or listed. Under the Companies Ordinance (Cap. 622), a private company secretary needs no academic or professional qualification whatsoever. The statute imposes only a residence condition and a restriction on a sole director also holding the secretary role. For a listed issuer, the Hong Kong Exchange Listing Rules require specific professional credentials or equivalent experience.

Private Company Secretary Qualifications: Cap. 622 Requirements

The Companies Ordinance Part 10 Division 4, sections 474 to 477, governs the appointment of a company secretary. No section in that division requires a secretary to hold any particular qualification, degree, diploma or membership of any professional body.

Section 474(4) provides the only statutory eligibility criteria. A natural person appointed as company secretary must ordinarily reside in Hong Kong. A body corporate appointed as secretary must have its registered office or a place of business in Hong Kong.

Section 475(2) prohibits the sole director of a private company from also being its company secretary. Section 475(3) extends that prohibition: a private company with only one director may not appoint as its company secretary a body corporate whose sole director is that same individual. Section 476(1) gives the Registrar of Companies power to direct a company to remedy a breach of these requirements.

A private company may therefore appoint any individual who is ordinarily resident in Hong Kong as its secretary. Whether that person has completed governance training, holds a degree or has worked in a corporate role is irrelevant. The Registrar has no statutory basis to demand evidence of competence from a private company secretary.

Who Can Be a Company Secretary in Hong Kong: The Practical Considerations

Cap. 622 imposes no qualification requirement. But the person appointed must understand the company's statutory filing obligations, the annual return (Form NAR1), notification of changes of directors or secretaries (Form ND2A) and the annual declaration under the Business Registration Ordinance (Form BIR51). A secretary who fails to meet these obligations exposes the company and its officers to penalties.

Many private companies engage a professional firm to act as secretary. A body corporate can serve as secretary provided it meets the ordinary residence test through its Hong Kong registered office. The body corporate must have a place of business in Hong Kong.

Hong Kong Company Secretary Cap. 622 Requirements: The Statutory Test Summarised

The key Cap. 622 requirements for a private company secretary are:

• The secretary must be a natural person ordinarily resident in Hong Kong, or a body corporate with a registered office or place of business in Hong Kong.
• A sole director cannot also be the secretary.
• The Registrar can direct compliance under section 476(1).

No other statutory conditions apply. The residence test at section 474(4) and the sole director prohibition at section 475(2) are the full extent of the legal gate.

Listed Company Secretary Qualifications Hong Kong Exchange: The Listing Rules Test

The position is substantially different for a company listed on the Main Board of the Hong Kong Exchange. Main Board Listing Rule 3.28 requires an issuer to appoint as company secretary an individual who, by virtue of academic or professional qualifications or relevant experience, is in the Exchange's opinion capable of discharging the functions of company secretary.

Note 1 to Rule 3.28 lists the academic or professional qualifications the Exchange considers acceptable:

• A member of The Hong Kong Chartered Governance Institute (HKCGI). An Associate holds ACG and HKACG; a Fellow holds FCG and HKFCG. The dual post-nominals ACG(CS, CGP) HKACG(CS, CGP) may be used.
• A solicitor or barrister as defined in the Legal Practitioners Ordinance.
• A certified public accountant as defined in the Professional Accountants Ordinance.

Note 2 to Rule 3.28 sets out the factors the Exchange considers when assessing relevant experience for a candidate who does not hold one of the listed qualifications. These factors include:

• Length of employment with the issuer and other issuers and the roles played.
• Familiarity with the Listing Rules and other relevant law and regulation, including the Securities and Futures Ordinance, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code.
• Relevant professional training taken or to be taken beyond the minimum under Rule 3.29.
• Professional qualifications in other jurisdictions.

The Exchange assesses whether the individual's experience compensates for the absence of the listed qualifications. The relevant experience test is applied case by case.

Main Board Listing Rule 3.29 requires an issuer's company secretary to complete no less than 15 hours of relevant professional training in each financial year. This obligation is separate from the continuing professional development (CPD) requirement imposed by HKCGI on its members.

The current version of Rule 3.28 took effect on 1 January 2022, when the Institute's new name was written into the rule. The rule no longer refers to HKICS. Neither the July 2025 corporate governance package nor the July 2026 Listing Framework Competitiveness Review amended or renumbered Rules 3.28 and 3.29.

The Chartered Governance Qualifying Programme

The Chartered Governance Qualifying Programme (CGQP) is the pathway to HKCGI membership. The programme consists of two parts covering seven modules. Part One comprises four compulsory modules: Corporate Governance; Corporate Secretaryship and Compliance; Hong Kong Company Law; and Interpreting Financial and Accounting Information. Part Two comprises two compulsory modules and one elective: Strategic Management; Risk Management; Boardroom Dynamics (elective); and Hong Kong Taxation (elective).

Examinations are held twice a year in June and November. Each module carries a suggested 200 learning hours. The programme must be completed within six years, extendable by up to four more years for a maximum of ten.

Exemptions are granted case by case. A law degree or qualified lawyer status can exempt up to three modules. An accounting or finance degree, or qualified accountant status, can exempt up to three modules. Recognised accounting bodies include AICPA, ACCA, CIMA, CICPA, CPA Australia and HKICPA. The CFA is recognised as a finance qualification.

A person may register as an HKCGI student if they hold a bachelor's or master's degree in any discipline from a recognised university, or a professional qualification with a recognised body, or are a current Year 3 or Year 4 undergraduate on a Partnership Bachelor's Programme. Applicants must hold a Hong Kong, mainland Chinese, Taiwanese or Macao identity card, or certification of right of abode.

Practical Consequences for Companies

A private company may appoint any ordinarily resident individual as secretary. A listed issuer must satisfy Rule 3.28. The difference reflects the regulatory context: a listed company secretary must navigate the Listing Rules, the Securities and Futures Ordinance and the corporate governance framework expected by the Exchange and the market.

For a private company, the qualification question is commercial. The secretary should be competent to manage statutory compliance, but the Companies Ordinance does not require proof of that competence. For a listed issuer, the qualification question is regulatory. The Exchange expects the secretary to hold one of the credentials listed in Note 1 or to demonstrate equivalent experience under Note 2.

The Registrar has power under section 476(1) to direct a private company to comply with sections 474 and 475. That power relates to residence and the sole director prohibition, not to competence. The Listing Rules, by contrast, impose a continuing obligation on the issuer and its directors to ensure the secretary meets the qualification test throughout the appointment.