A company secretary is a key officer in a Hong Kong company, appointed by the directors.

Under section 474 of the Companies Ordinance (Cap. 622), every company in Hong Kong is legally required to appoint a company secretary. If this position is left unfilled, both the company and its directors can face fines, and this requirement applies even to dormant companies.

Beyond compliance, a company secretary provides practical benefits. For new businesses, they serve as a knowledgeable advisor to the board of directors. For foreign owners, they act as a trusted local representative, keeping the company informed of any regulatory changes that could impact operations.

An individual company secretary must be a Hong Kong resident. They can also serve as a director if the company has more than one director, but a single director cannot act as the company secretary.

For a listed company, an individual company secretary must meet at least one of the following criteria (private companies are not subject to these qualification rules):

• Be a member of the Hong Kong Chartered Governance Institute (HKCGI, formerly HKICS)

• Be a practisingsolicitor

• Be a Certified Public Accountant (CPA)

• Have served as a secretary of a public company for at least three of the five years prior to appointment

• Be a senior member of the company, provided they are not the sole director

A strong company secretary:

• Understands your business operations and industry, which is especially important for licensed businesses, financial service providers, or listed companies

• Can anticipate legal or regulatory challenges and guide the company through them

• Is highly organized and can quickly retrieve past documents or records when needed

A corporate company secretary is a company or firm that provides secretarial services. These are often CPA firms or law firms offering company secretarial services as part of their practice.

Requirements for a corporate secretary:

• Must have a Hong Kong business address

• Must hold a TCSP (Trust or Company Service Provider) license

Whether to outsource depends on your company’s size and complexity:

• Small or largely dormant companies with two directors may simply appoint one director as secretary — this is often the most cost-effective option.

• Active companies with ongoing operations may benefit from outsourcing, providing the same level of service without hiring a full-time employee.

• Solo entrepreneurs can also use online service providers like Sleek or Osome.

• Company secretarial firms such as M1615 Limited typically serve small and medium-sized active companies

• Low-cost providers: The cheapest option, suited to simple companies with few compliance needs. Services are standardized and may include outsourced staff; annual return filing is usually charged separately.
  
  

• Middle- to high-level providers: For groups with several companies or more complex structures, CPA-linked providers charge more per company, in return for more expertise and tailored support.

• Complex or large companies: Fees are higher again and depend on the level of service and how complex the company is.

In general, the cost depends on company size, structure, and compliance needs.

Simple companies can save with low-cost providers, while more active or multi-entity businesses benefit from experienced, higher-tier service providers.

A company secretary acts as the link between the company and Hong Kong regulatory authorities, such as the Inland Revenue Department (IRD) and the Companies Registry. Their role is to ensure the company complies with the legal requirements of the Companies Ordinance and maintains proper corporate governance.