Hong Kong Company Secretary
A company secretary is the most senior administrative officer of a Hong Kong company incorporated under the Companies Ordinance ("Hong Kong registered companies"). At a minimum, the role of the company secretary is to support the company in complying with applicable company law requirements. This may include simple matters such as ensuring that a company files its annual return or it may include more complex matters such as preparing board and shareholder resolutions as well as Companies Registry returns for the issuance of shares or preparing board resolutions, instruments of transfer and bought and sold notes for share transfers.
In practice, the company secretarial role often encompasses a much wider range of duties that go well beyond mere company law compliance. For example, a company secretary may be called upon to support a company's tax compliance programme, assist with the opening of a bank account or to receive, filter and route mail and other communications.
Even its most minimalistic form, a company secretary requires an intimate knowledge of the Companies Ordinance (which, by itself, spans over 900 sections), the regulations made thereunder as well as over 100 years of judicial decisions concerning companies.
Our Company Secretarial Services
Timothy Loh Corporate Services has over 15 years of experience providing company secretarial services for Hong Kong registered companies. Our range of services includes:
Preparation of and filing of returns to the Companies Registry
Preparation of board and shareholder meeting documentation, including board and shareholder agendas, notices, proposed resolutions and minutes
Maintenance of statutory books
Preparation of and maintenance of significant controllers registers
Provision of registered office address
Assisting with the opening of a Hong Kong bank account
Responding to Hong Kong government enquiries
For clients who have yet to setup a Hong Kong company, we can assist with Hong Kong company registration.
Companies Registry Filings
The Companies Ordinance requires that Hong Kong registered companies file returns with the Companies Registry to give public notice of important information concerning themselves. These returns must be filed within prescribed statutory deadlines. Amongst other things, these returns include an annual return as well as notices of changes in directors, the allotment of shares, the issuance of debentures and the giving of certain security interests.
As a Hong Kong company secretary, we maintain a calendar of annual filings required by law and work with clients to identify when the Companies Ordinance requires an ad hoc filing with the Companies Registry and we prepare and submit those filings.
Board and Shareholder Minutes
The Companies Ordinance requires Hong Kong registered companies to prepare minutes to record the proceedings of board and shareholder meetings and to record resolutions passed. Minimum notice must be given of board and shareholder proceedings in some cases and where such notice is required, in some cases, the notice must include prescribed minimum information.
As Hong Kong company secretary, we work with clients to identify when notice may be required, we help to prepare notices and we help to prepare minutes and resolutions for board and shareholder meetings. In respect of board minutes, we advise directors on their duties and work with them to ensure that records are responsive to tax, asset protection, liability management and estate planning objectives in addition to complying with the articles of association and Hong Kong company laws.
Hong Kong registered companies are required under the Companies Ordinance to keep certain records, including a register of directors, a register of members, a register of charges, and a register of debentures in addition to the minutes of board and shareholder meetings. By law, these registers are open for inspection in defined circumstances by shareholders and members of the public.
In our role as Hong Kong company secretary, we work with Hong Kong registered companies to keep and update required statutory registers with required information and we act as a gatekeeper to ensure that requests for inspection of those registers are in order.
Significant Controllers Register
The Companies Ordinance requires Hong Kong registered companies to prepare and maintain a register of significant controllers for the purposes of complying with anti-money laundering regulations. In broad terms, a significant controller is a person who exercises a high degree of control or who holds a high degree of ownership in a Hong Kong registered company.
As Hong Kong company secretary, we act as the designated representative under the Companies Ordinance. In this role, we prepare the register of significant controllers, working with clients to identify the significant controllers, and we act as the gatekeeper to ensure only lawful access to the register by law enforcement authorities.
Registered Office Address
We provide a registered office in Hong Kong for Hong Kong registered companies to allow for the service of legal process in accordance with the Companies Ordinance and the inspection of statutory records. As Hong Kong company secretary, we ensure that any legal process received at the registered office address is properly routed to enable the defence of any legal proceedings.
Opening a Hong Kong Bank Account
Like banks in many other jurisdictions, banks in Hong Kong are subject to a battery of regulations which govern account opening processes. Many of these regulations are aimed at ensuring that banks correctly identify their account holders and, where account holders are not natural persons maintaining an account in their own right, the persons who ultimately own or control account holders.
We have extensive experience in banking, anti-money laundering and tax laws and understood the regulatory requirements governing bank account openings. As Hong Kong company secretary for Hong Kong registered, we help those companies with opening a Hong Kong bank account, advising on how to complete account opening forms, how to comply with documentation requests and how to comply with follow-up requests for information.