Who Can Be Appointed Company Secretary in Hong Kong: Eligibility Rules

Who Can Be Appointed Company Secretary in Hong Kong Eligibility

Every Hong Kong incorporated company must appoint a company secretary. The Companies Ordinance (Cap. 622) permits only two types of appointee: a natural person ordinarily resident in Hong Kong, or a body corporate with a registered office or a place of business in Hong Kong. Nothing else.

Hong Kong Company Secretary Eligibility

Section 662 of the Companies Ordinance (Cap. 622) gives a company two options when selecting its secretary.

Option one: a natural person. The individual must be ordinarily resident in Hong Kong. Cap. 622 does not define "ordinarily resident", but Hong Kong courts have interpreted it to mean a person who habitually and lawfully lives in Hong Kong, whose presence is voluntary and for a settled purpose. A person holding a Hong Kong permanent identity card or a valid employment visa who lives in Hong Kong on a regular basis would ordinarily satisfy this test. A person living outside Hong Kong who visits only occasionally would not.

Option two: a body corporate. A company or other legal entity may act as company secretary provided it has a registered office or a place of business in Hong Kong. The body corporate must have a physical address in Hong Kong where it conducts business or maintains its registered office. A body corporate incorporated outside Hong Kong with no Hong Kong presence cannot be appointed.

Company Secretary Qualifications Hong Kong

The Companies Ordinance prescribes no specific academic or professional qualifications for a company secretary. The role carries significant statutory responsibilities. These include maintaining the register of members, register of directors, register of company secretaries, register of charges, and the Significant Controllers Register. The secretary also assists with board meetings, written resolutions, and annual general meetings.

Many companies appoint a person with experience in corporate compliance or a professional qualification, a chartered secretary, accountant, or lawyer. The Companies Registry does not maintain a formal register of company secretaries. The company must record the secretary's particulars in its own register of company secretaries and notify any changes using Form ND2A for appointment or cessation and Form ND2B for change of particulars.

Hong Kong Company Secretary Natural Person

A natural person appointed as company secretary must meet the ordinarily resident requirement. Cap. 622 specifies no minimum age. The person must be capable of performing the duties of the office. A company may appoint a director, a shareholder, or an employee as its secretary, provided that person is ordinarily resident in Hong Kong.

One restriction applies. If a company has only one director, that director cannot also be the sole company secretary. The company must appoint a different person or a body corporate. This prevents a single individual from holding both offices alone, which would defeat the statutory separation of the two roles.

Body Corporate Company Secretary Hong Kong

A body corporate may be appointed as company secretary if it has a registered office or a place of business in Hong Kong. Companies that outsource their company secretarial function to a licensed trust or company service provider commonly use this option. The body corporate must hold a valid TCSP licence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) if it carries on a trust or company service business.

The TCSP licence requirement has applied since 1 March 2018. Carrying on a trust or company service 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 TCSP licensees is public and searchable on the TCSP Licensee Register website maintained by the Companies Registry.

Record the body corporate's name and address in the company's register of company secretaries. The body corporate must also designate a natural person to act on its behalf for the purposes of the secretary role.

Can a Director Be Company Secretary

Yes, unless the company has only one director. In a company with two or more directors, one director may hold the secretary role. This is a common arrangement in small private companies where a director also handles compliance work.

The ordinarily resident requirement still applies. If the director is not ordinarily resident in Hong Kong, appoint a body corporate or another natural person who meets the residence test.

Can a Shareholder Be Company Secretary

Yes. Cap. 622 contains no prohibition against a shareholder holding the secretary role. The shareholder must be ordinarily resident in Hong Kong if appointed as a natural person, or must be a body corporate with a registered office or place of business in Hong Kong if appointed as a corporate secretary.

Can an Employee Be Company Secretary

Yes. Many companies appoint a senior employee, a finance manager or compliance officer, to the role. The employee must meet the ordinarily resident requirement if appointed as a natural person. There is no requirement that the employee be a director or shareholder.

TCSP Licence Requirement

A body corporate that provides trust or company services to the company as its secretary must hold a TCSP licence under Cap. 615. The licence is valid for three years and must be renewed before expiry. Licensees must comply with customer due diligence and record-keeping obligations under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance.

Verify the licence status of any appointed TCSP on the TCSP Licensee Register. A company appointing its own employee as secretary does not need a TCSP licence, the employee is not carrying on a trust or company service business for the public.

Notification of Appointment

File Form ND2A with the Companies Registry within 15 days of appointing a new secretary. File Form ND2B within 15 days if the secretary's particulars change. File Form ND4 within 15 days of receiving the resignation notice if the secretary resigns.

Update the company's register of company secretaries and keep it at the registered office or another prescribed place in Hong Kong. If the register is kept at a place other than the registered office, file Form NR2 to notify the Registrar of Companies of the location.