According to the Companies Ordinance of Hong Kong, appointing a company secretary is mandatory. Every Hong Kong Private Limited Company should have one. However, the sole director cannot be the company secretary. The roles and responsibilities of company secretaries in Hong Kong have increased substantially and become more complex as there are increasing demands for better corporate governance.
Being a technically competent and experienced company secretary, EATPL is responsible for maintaining its clients’ statutory records including registers of shareholders and directors and significant controllers registers; preparing agendas, resolutions and taking minutes of board meetings and annual general meetings; notifying Hong Kong Company Registry for alternation of directors, company secretaries, capital and registered office; meeting annual compliance requirements from local authorities; handling transfer of shares by preparing bought and sold notes and the instrument of transfer; monitoring the latest development of relevant legislation and changes in regulatory environment and taking appropriate remedial action at the same time; liaising with lawyers and auditors; and ensuring companies and their directors meet requirements of Hong Kong Law.
EATPL, as company secretary of its client – a Hong Kong Local Limited Company, prepares and files annual return NAR1 with the Hong Kong Company Registry pursuant to sections 662(1) and (2) of the Companies Ordinance Cap 622. Different types of companies have different return dates and different annual registration dates. For example, a Hong Kong Private Limited Company needs to file its annual return within 42 days of the anniversary of its incorporation date and pay HKD105 upon delivery of the annual return. However, an exemption from filing annual returns under Companies Ordinance Cap 622 exists if the Hong Kong Local Limited Company has applied for a dormant status.
An annual return is a specified form, containing the particulars of a Hong Kong Local Limited Company, such as registered office address, shareholders, directors, company secretary, etc. Even though no information has changed since the last annual return, the Hong Kong Local Limited Company still needs to file the annual return on/before the due date. Late filing will attract higher annual registration fees.
According to the Companies Ordinance of Hong Kong, appointing a company secretary is mandatory. Every Hong Kong Private Limited Company should have one. However, the sole director cannot be the company secretary.
The roles and responsibilities of company secretaries in Hong Kong have increased substantially and become more complex as there are increasing demands for better corporate governance.
By paying business registration fees to the Business Registration Office, EATPL helps its clients renew their business registration certificates. All registered businesses need to display their business registration certificates at their principal place of business.
Except for a single member company, a dormant company, or a written resolution with unanimous shareholders’ consent, all Hong Kong incorporated companies must hold an AGM within 18 months from the date of incorporation; subsequent AGMs must be held every financial year, with the interval between each AGM not exceeding 15 months. The directors must table their companies’ audited financial statements at the AGM for adoption and approval.
Effective from 1 March 2018, all Hong Kong incorporated companies are required to keep significant controllers registers at their registered office or a place in Hong Kong, pursuant to section 24 of the Companies (Amendment) Ordinance 2018. Significant controllers are persons with significant control over the company. All Hong Kong incorporated unlisted companies should take reasonable steps to identify their significant controllers, including giving of notices and obtaining their required particulars, and enter the required particulars of their significant controllers in the significant controllers registers. The registers should keep up-to-date information and are accessible by law enforcement officers upon demand.
All Hong Kong incorporated unlisted companies must designate at least one person, who must be their shareholders, directors or employees residing in Hong Kong, or an accounting professional, a legal professional, a person licensed to carry on a business as trust or a company service provider such as EATPL, as their representatives to provide assistance relating to their significant controllers registers to law enforcement officers.
In case of non-compliance, the company and its responsible person are liable to a fine at level 4, i.e. HKD25,000 and a further daily fine of HKD700, if applicable.