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in Hong Kong

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According to the Hong Kong Companies Ordinance, companies established in Hong Kong must have a company secretary in charge to perform a variety of tasks crucial to the smooth running of the company.

The company secretary is responsible for maintaining the statutory records of the company, and ensuring that all filings required by the Companies Ordinance are made in a timely manner. The company secretary also assists the board of directors in discharging their duties, and ensures that shareholders’ meetings are convened and conducted in accordance with the law.

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Company Secretary Duties in Hong Kong

Company Secretary is the backbone of any business in Hong Kong. A company secretary makes sure that all the company operations stay compliant with all statutory laws according to the Hong Kong Companies Ordinance.

A company secretary has many responsibilities including being an advocate for the company as well as keeping records on what happens within the organization so there isn’t anything left up too much uncertainty or question when it comes time to publish annual reports or prepare other similar documentation.

The company secretary also acts as the main bridge between Hong Kong’s main regulatory bodies and companies, meaning the company secretary has an important role in handling any clarifications required from these agencies. It is important then that the company secretary is always updated on the latest regulations to assist business owners in understanding local policies and compliance requirements, avoiding conflict with the laws.

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Ensure Tax Compliance in Hong Kong

One of the most important tasks for company secretaries in Hong Kong is facilitating tax compliance making sure that the company meets all the tax obligations. In particular:

  • Record the details of the company with the Inland Revenue Department (IRD) of Hong Kong after the company registration, to ensure that the company’s details are available in the government’s database.
  • Seek clarification or additional authorization from the competent authority when the company has to deal with tax-related matters. This is very important when faced with complex tax-related issues that need clarification from authorities.
  • File tax returns in due time at the end of every financial year to ensure the company can take advantage of tax relief where applicable and avoid penalties.
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Maintain and Update Company's Statutory Books

In addition to preparing meeting agendas and organizing board meetings, the company secretary should maintain statutory records of the company and update them when necessary with accurate information.

After you open a company in Hong Kong, the government must have easy access to all of its statutory documents when required. This can be done through your local Company Secretary who will maintain and update these records and provide direct contact if necessary, e.g. tax compliance issues with Inland Revenue Department.

The company secretary is also required to keep records up-to-date with all changes. For example, if shareholders increase their shares in the firm then the details must be recorded on file and updated accordingly in the register of shareholders and directors.

The Secretary of the Company is responsible for making sure that shareholders are informed about company operations. The job includes printing and distributing different reports, accounts etc., to the shareholders so they can stay up-to-date on the company situation.

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Notify the Companies Registry for any Company's Statutory Changes

Further adjustments and changing in company structure are common practices after the setup. When this happen, related authorities need to be notified by the company secretary. 

Usually, it is also required to submit documents to the Registry on any changes of the company such as:

  • Add/Remove shareholders or directors.
  • Change the company name.
  • Adjust the company’s share capital.
  • Relocate the company’s register address.
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Arrange and Attend Board Meetings

The company secretary in Hong Kong is also responsible for organizing and attending all board meetings (directors or shareholders), which are required to be held every year. The responsibilities include:

  • Hold and take part in the meetings of board of directors and shareholders.
  • Help preparing the main agenda and minutes of the meeting.
  • Ensure decisions made during the meetings are in compliance with Hong Kong laws and policies.
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